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SINBON Electronics Annual Report 2020

Jul 21, 2020

52256_rns_2020-07-21_8a37382f-3560-4eb4-873a-07ee1e0c299d.pdf

Annual Report

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Taiwan Stock Exchange Code: 3023

==> picture [129 x 27] intentionally omitted <==

SINBON Electronics Co., Ltd.

Annual Report 2019

Notice to readers

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

SINBON annual report is available at website: http://mops.twse.com.tw

Printed on April 30, 2020

  1. Spokesperson and acting spokesperson

(1) Spokesperson Name: Matthew Chang Title: Director Phone: (02) 2698-9999 E-mail: [email protected] (2) Deputy Spokesperson

Name: Irene Chiu Title: Section manager Phone: (02) 2698-9999 E-mail: [email protected]

  1. Address and phone number of headquarters, branches, and factories Headquarters: No. 582 Guohua Road, Miaoli City Phone: (037) 330-099 Factory: No. 582 Guohua Road, Miaoli City Phone: (037) 330-099 Office: 4F.-13, No.79, Sec. 1, Xintai 5th Rd., Xizhi Dist., New Taipei City Phone: (02) 2698-9999

  2. Stock transfer service

Name: Registrar Agency Department, Taishin Bank Address: B1, No. 96, Section 1, Jianguo North Road, Taipei City. Phone: (02) 2504-8125

  1. Certifying CPA of last-year financial statements

CPA Firm: Ernst & Young Taiwan CPA: Tzu-Ping Huang and Ming-Hung Chen Address: 7F, No. 239, Minquan Road, Taichung City. Phone: (04) 2305-5500 Website: http://www.ey.com/tw

  1. Overseas listing: None

  2. Corporate website: http://www.sinbon.com

Table of Contents

Table of Contents
Page
1. Letter to Shareholders 1
1.1. Business Performance in 2019 2
1.2. Summary of Business Plan in 2020 2
1.3. Effect of External Competitions, Legislation, and the Overall Business 3
Environment
1.4. Future Development Strategy 4
2. Company Profile
2.1. Establishment Date 5
2.2. Milestones 5
3. Corporate Governance
3.1. Organization 6
3.2. Information of Directors, Supervisors, President, Vice Presidents,
Assistant Vice Presidents, and Department and Subsidiary Managers 8
3.3. Remunerations Paid to Directors, President, and Vice Presidents Last 19
Year
3.4. Corporate Governance 23
3.5. Accountant Service Fees 42
3.6. CPA Change Information 44
3.7. Disclose the Name, Title, and the Period of Service at the CPA firm or Its
Affiliates if A Director, the President, Financial Officer or Accounting
Officer of the Company Has Worked At the CPA firm or Its Affiliates in
the Last Year. 44
3.8. Share Transfer and Share Mortgage of Directors, Supervisors,
Executives, and Shareholders Holding Over 10% of Shares in the Last
Year and By the Report Publishing Date. 45
3.9. Information of Top Ten Shareholders Who Are Interested Parties,
Spouse, Relatives within Second Degree 47
3.10. Consolidated Percentage of Shares Held of Re-Invested Enterprises by
the Company, Directors, Supervisors, Executives, or Enterprises under
Direct/Indirect Control of the Company 48
4. Fundraising
4.1. Capital and Shares 49
4.2. Corporate Bonds 55
4.3. Issue of Preferred Shares 56
4.4. Issue of GDR 56
4.5. Issue of Certificates of Employee Stock Subscription 56
4.6. Issue of Employee Restricted Shares 56
4.7. Acquisition (including mergers, buyouts, and spin-offs) 56
4.8. Items to be Disclosed in Capital Utilization Plans 56
5. Operational Highlights
5.1. Business Activities 57
5.2. Market and Production-Sales 69
5.3. Number, Average Service Length, Average Age, and Education
Distribution of Employees in Last Two Years and by Report Publishing
Date 71
5.4. Environmental Expenses 72
5.5. Labour-Management Relations 72
5.6. Material Contracts 74
6. Financial Highlights
6.1. Condensed Balance Sheet, Integrated Income Statement, CPA Name 75
and Comments
6.2. Financial Analysis of the Last Five Years 79
6.3. Supervisor or Auditor Audit Report of Financial Statements in the Last
Year 81
6.4. Financial Statements in the Last Year (including CPA audit reports, a
cross-reference of balance sheets of two years, integrated income
statements, equipment change list, case flows list, and remarks or
tables) 82
6.5. The Company or Affiliates Has/Have Financial Difficulty in the Last Year
and by Report Publishing Date, and Its Impact on Corporate Financial
Status 321
7. Review and Analysis of Financial Situation and Financial Performance and Risk
Items
7.1. Financial Situation 322
7.2. Financial Performance 322
7.3. Cash Flows 323
7.4. Impact of Major Capital Expenses on Finance in Recent Years 323
7.5. Re-investment Policies and Major Causes of Profits or Losses in Recent
Years, Improvement Plans, and Investment Plans in the Coming Year 324
7.6. Risk Items 324
7.7. Other Major Items 326
8. Special Notes
8.1. Information of affiliates 327
8.2. Private placement of securities in the last year and by the report
publishing date 335
8.3. Holding or settling corporate stocks in the last year and by the report
publishing date 335
8.4. Other supplementations 335
9. Incidents with significant impact on shareholder equities or market prices as
specified in item 2 of paragraph 2 of Article 32 of the Securities and Exchange
Act in the last year and by the report publishing date 335

1. Letter to Shareholders

1.1. Business Performance in 2019

1.1.1. Performance of business plan 2019

The business performance of SINBON Electronics in 2019 was as follows: Parent company's net operating income was NT$4,899,284 thousand; gross profit rate was 26%; operating net profit was NT$313,250 thousand; net profit after tax was NT$1,718,511 thousand; and EPS after tax was NT$7.47. The consolidated net operating income was NT$17,886,170 thousand; consolidated gross profit rate was 26%, consolidated net operating profit was $ 1,892,758 thousand; consolidated net profit after tax was NT$1,677,851 thousand, less the non-controlling interest (the interest of other shareholders of re-invested enterprises with non-controlling ownership) was -NT$40,660 thousand, the sum was NT$1,718,511 thousand; and consolidated EPS after tax was NT$7.47.

1.1.2. Budget execution

  • Compared to the business plan of 2019, the revenue completion rate was 95.4%; the gross profit completion rate was 98.49%; the operating income completion rate was 93.48%; net profit after tax completion rate was 109.07%. The actual number is broadly in line with the Budget.

  • 1.1.3. Revenue and profitability analysis

Revenue andprofitabilityanalysis
Item 2018 2019
Cash from operatingactivities(NT$1,000) 343,590 1,694,697
Cash from(used in)investingactivities(NT$1,000) (134,716) (338,019)
Cash used in financingactivities(NT$1,000) (635,743) (227,689)
Return on assets(%) 10.53
10.00
Return on equity (%) 20.95
22.86
Profit Before Tax to Capital Stock(%) 84.70
93.29
Profit Margin(%) 8.77
9.61
EPS(NT$) 6.26
7.47
  • The cash provided by operating activities was 393% more than in 2018 because account receivable was decreased in 2019, thus increasing cash generated from operations.

  • Cash outflows in investing activities were increased by 151% in 2019 because of an increase in acquisition of property, plant and equipment.

  • 1 -

  • Cash outflows in financing activities were decreased by 64% in 2019 because of an increase in short-term loans.

  • 1.1.4. Research and development

Year Results of R&D
2013~2014 SINBON won a gold prize from iF Design Award 2013 for our
latest Brezze® Nebulizer, a portable drug nebulizer developed
by DigiO2 International Co., Ltd. (our re-invested enterprise)
in collaboration with the NTUH Telehealth Center under the
Telecare Service Project.
2015~2016 1. Tablet PC for Shun Feng logistics development to DVT
stage.
2. Solar monitoring system developed to the DVT stage.
3. Finished development EV charger、charging gun and AC
charging pile.
2017~2018 1. Wisdom medicine cabinet control lines, and adjustable
window light control lines.
2. Robotic arm control lines, electronic fireplace, and smart
grid assembly.
2018~Now 1. The sensor in wearable airbag hip protector and smart
water heater.
2. AIOT (Artificial Intelligence of Things) and IoT application
system.

In 2019 we invested a total of NT$632,828 thousand for R&D, with 8.6% higher than the previous year. In the future, SINBON actively develops electronic parts and components for the Internet of Thing (IoT), automated Storage, robots, and smart home applications. We will spend at least NT$300 million each year or over 3% of revenue on R&D in the future.

1.2. Summary of Business Plan in 2020

  • 1.2.1. The business policy of 2020

  • (1) R&D, integration, and manufacture of electronic parts and components, such as cable assembly, manufacture of PCDA and wireless communication parts and components. In recent years, we have successfully entered the following fields: automotive components, electronic medical device parts and components, green energy cables, and industrial control components.

  • (2) Distribution and trade of electronics-related parts and components, such as the connectors of HRS Japan, GPS modules, wireless antenna modules, driver ICs, and other strategic electronic parts and components.

  • 2 -

  • (3) Expansion of the scope of operations of electronic parts and components through strategic alliances and acquisitions.

Provision of vertical Integration services: Apart from actively developing new products and providing professional engineering services, through organizational reform and IT system integration, we aim to integrate the resources of all oversea enterprises to maximize their efficiency.

  • 1.2.2. Major production-marketing policies:

  • (1) Strategic alliance or acquisition

    • To deal with rapid industrial changes and achieve quick expansion through strategic alliances or acquisitions.
  • (2) Continual performance improvement

    • Establish a full-functional performance assessment department for the organization to directly supervise the operating performance of all business units within the organization.
  • (3) Development of niche products

    • Aiming to developing niche, high gross-profit products, we have successfully developed the high-voltage cables for electric vehicles; aviation/ navigation/vehicular GPS parts and components; portable physiological signal devices, X-ray machines, magnetic resonance imaging (MRI) machines, bone mineral density (BMD) testers, and wind turbines. We also actively engaged in the development of electronic parts and components for industrial controllers, industrial PCs, electronic medical devices, PV generators, wind power generators and aviation components.
  • (4) Cultivation of the iMAGIC industries

    • To deal with industrial development trends, apart from reinforcing the development of cable and PCBA products for the M edical, A utomotive, G reen energy, I ndustrial application, and C ommunication (MAGIC) industries, we began developing electronic parts and components for automatic warehousing systems, robotic arms, AGV robot, unmanned stores, EV charging module, IoT module, E-bike, drone and smart grids for use on the IoT, so as to enter the special the electronic parts and components field.
  • 1.3. Effect of external competitions, legislation, and the overall business environment

  • Thanks to successful organizational transformation, we successfully entered MAGIC industries to gradually transform from consumer products toward industrial application products. While raising revenue in these years, our profits also grow continuously. SINBON has established 6 production sites around the world. To cope with the impact of the China-US trade war, it also expanded production investments in the United States and Europe, in addition to the

  • 3 -

expansion of the new plant in Miaoli in 2018. The US factory integrates the core technologies in customized production to cope with the local trends. European locations are focusing on developing the business scope and a new factory in Hungary and a UK branch are established to take up more of the European market share.

1.4. Future Development Strategy

  • 1.4.1. To continuously pursue high growth by extending the strategic matrix (old product new customer, new product current customer, new product new customer).

  • 1.4.2. To establish a dedicated department—strategic planning & marketing division—under the group administration department to capture market movements and future development trends, so as to search for next-generation products.

  • 1.4.3. Strategic alliance or acquisition: In recent years, we have been searching for strategic allies or partners through different channels.

SINBON will continue to commit to good corporate governance, sustainability, and good returns to our shareholders. SINBON thank you for your trust and commitment to us and look forward to a long and profitable future together.

To the Shareholders’ Meeting of SINBON Electronics Co., Ltd.

Joseph Wang Chairman

  • 4 -

2. Company Profile

2.1. Establishment date: December 6[th] of 1989.

2.2. Milestones:

  • 2.2.1. Acquisitions, re-investments, and restructure in recent years and by the end or reporting period.

Mar. 2018 The board resolved that acquisition 10% shares of Ray Service AVA Co., Ltd., capital reduction and then increase of Ray Service AVA Co., Ltd, disposal shares of SINBON Japan, and capital increase US$ 8 million to SINBON Tongcheng.

  • Apr. 2018 The board resolved that subsidiary company T-CONN Precision Corporation increases capital by surplus NT$14.4 million and SINBON Jiangyin increases capital by surplus US$6 million.

  • July. 2018 The board resolved that set up a new branch in the UK, SINBON ELECTRONICS CO., LTD UK BRANCH, the subsidiary company, Enmagic Jiangsu Energy Co., Ltd., set up the new subsidiary company, Enmagic Kunshan Energy Technology Co., Ltd., the project of the subsidiary company Beijing SINBON Tongan change the company type,and the Investment structure change of the subsidiary company between Beijing SINBON Tongan and Beijing SINBON.

  • Oct. 2018 The board resolved that the capital increase for the subsidiary company, T-conn Precision Co., Ltd. and the subsidiary company, Beijing SINBON Tongan’s Retained Earnings transferred to Capital.

  • Nov. 2018 The board resolved that adjustment of the company's investment structure in Europe, dispose of Japan SINBON Electronics Co., Ltd. Shares, investment of the private placement of common shares of Nextronics Engineering Corp., and surplus USD$1.1million to a capital increase for the subsidiary company, SINBON USA

  • July. 2019 The board resolved that the subsidiary company, Beijing SINBON Tongan Co., Ltd. set up the new subsidiary company, Enmagic Renewable Energy Co., Ltd. in Taiwan.

  • Oct. 2019 The board resolved that the subsidiary company, Beijing SINBON Tongan Co., Ltd. set up the new subsidiary company, SINBON TongAn Renewable Energy ApS in Denmark and the capital increase NT$50.38 million and EUR$3.565 million for the subsidiary company, T-conn Precision Co., Ltd. and SINBON Holding GmbH. respectively.

  • 2.2.2. Mass transfer or replacement of shares of directors, supervisors, or shareholders holding over 10% of shares: None.

  • 2.2.3. Change of management power and business policy or significant change of the scope of business: None.

  • 2.2.4. Other major events adequate to affect shareholders’ rights and benefits and their effect on the organization:

  • On March 20, 2020, the board resolved that the distribution of cash dividends at NT$5.30/share. The proposal will be submitted to the shareholders’ meeting for recognition on June 12, 2020.

  • 5 -

3. Corporate Governance

3.1. Organization

3.1.1. The organizational structure of SINBON

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

Shareholders’ Meeting
Board of Directors Audit Committee
Auditing Remuneration
Office Committee
Chairman &
CEO Business Decision
Making Team
CEO Vice Chairman President
Legal Affairs
Finance Operation
Management HR Development Business
Center
Strategy
HR Service Global Sales
Marketing
Center
Management
QAMS Center
Information
System
Site
Administration
----- End of picture text -----

3.1.2. Functions and duties of major departments

Department and Supervisor Functions and Duties
Business Decision-Making Team
Joseph Wang(Chairman & CEO), Xin-Chi
Yeh(Vice Chairman), Wei-Ming
Liang(President), Wen-Sen Huang(VP),
Jun-Yu Chen(VP), Chi-Chou Chang(Director),

(1) Implement the instructions and material management issues from
BOD.
(2) Proposal for group business objectives and strategic directions.
(3) Proposal of group major cooperation and investment cases, capital
expenditures, dividend policy.
(4) Proposal of internal control, audit-related, risk management
issues.
(5) Proposal of conflicts of interest, major employee complaints, fraud
cases.
(6) Proposal for appointment of important personnel.
(7) Responsibility for performing corporate social responsibility and
maintainingcorporate culture.
Chairman & CEO
Joseph Wang
(1) Promote various policies and implement assignments assigned by
the board and be accountable for the organization’s business
performance.
(2) Concurrent management of finance, strategy & marketing, and
performance evaluation functions.
  • 6 -
Department and Supervisor Functions and Duties
Headquarters office
Xin-Chi Yeh(Vice Chairman)
Jun-Yu Chen(VP)
In charge of group HR, administration, MIS, and legal functions.
President
Wei-MingLiang
In charge of product manufacture, sales, and R&D functions.
Auditing Office
Hui-Jun Li (Associate Manager) (5 staffs)
(1) Audit the operation and implementation of all systems within the
organization and submit a report periodically.
(2) Audit re-invested enterprises of the organization.
Finance Management
Chi-Chou Chang (Director)
(1) Take charge of accounting and cashier affairs.
(2) Provide relevant units and higher management with relevant
financial management information for the reference for decision
making.
(3) Direct organizational budgeting.
(4) Operate and assess overseas re-invested enterprises.
(5) Make financial planning for various projects.
(6) Plan board meeting and shareholders’ meeting affairs, publish
external information, and operate investor relations and serve as
the investor contact window.
Strategy Marketing
Li-Li Huang (Director)
(1) Industry research and analysis.
(2) Assess and research new business and products.
(3) Make overall marketingstrategies.
Legal
Yun-Ru Huang (Director)
(1) Plan and handle legal affairs.
(2) Manage andprotect intellectualproperty.
HR Development Center
Cheng-Ling Li (Director)
HR Service Center
San Li(Manager)
(1) Make and implement human resources planning.
(2) The survey, plan and implement organizational training needs.
(3) Implement wage management.
Management Information System
Yang Yu Wu (Senior Manager)
(1) Install, maintain, and manage IT equipment (hardware and
software).
(2) Promote computerization within the organization.
(3) Provide IT management reports for individual departments.
Group Site Administration
Kui-Zhen Feng (Associate Director)
(1) In charge of group administration function.
(2) Communicate and coordinate with relative departments.
Operation Business
Wei-Ming Liang (Concurrently taking up by
President)

In charge of domestic sales activities.
Global Sales Group
Wen-Sen Huang (VP)
In charge of global sales activities.
QAMS Center
Ping Li (Director)
Integration of the Group’s quality assurance, manufacturing, and
engineering resources.
  • 7 -

3.2. Information of Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and Department and Subsidiary Managers 3.2.1. Directors (including Independent directors)

Information on Directors and Independent directors (I)

(April 14,2020) (April 14,2020) (April 14,2020) (April 14,2020)
Title1 Nationality
or
Residency

Name
Gender
Elected
(Inauguration)
Date
Term
(yrs.)
Initially
Elected
Date2
Shares Held When
Elected/Inaugurated
Shares Currently
Held
Shares Currently
Held by
Spouse/Minor
Children
Shares Held
Under Other’s
Name
Major Experience
(Education)3
Position(s)
Concurrently Held
in this and other
Organizations
Spouse/2ndDegree Relatives
Holding Officer/Director/
Supervisor Post of this
Organization.
Note4
Shares % Shares % Shares % Shares % Title Name Relationship
Chairman ROC Joseph
Wang
M Jun 08, 2018 3 Dec 6,
1989
4,508,062 2.00% 7,508,062 3.23% 2,131,236 0.92% 0 0% EMBA, Fudan
University.
BA in Mathematics,
Tamkang University.
Sales Management,
AMP of USA.
Sales Manager,
Kanagawa of Japan
5 Director Wei-Chun
Wang

Father and
son
-
Director ROC Xin-Chi Yeh
M
Jun 08, 2018 3 Nov 4,
1997
1,707,373 0.76% 1,707,373 0.75% 500,000 0.22% 0 0% EMBA, Fudan
University.
BS in Agricultural
Machinery, National
Taiwan University.
President, T&B of
USA.
6 N/A N/A N/A -
Director ROC Wei-Ming
Liang
M Jun 08, 2018 3 May 6,
2005
1,015,523 0.45% 1,015,523 0.44% 0 0% 0 0% IE & MBA, University
of Iowa.
BS in Industrial
Engineering, Tunghai
University.
VP, Starconn
Electronic Co.,Ltd.
7 N/A N/A N/A -
Director ROC Cao-Liang
Wang, rep
of Argosy
Research
Inc.
M Jun 08, 2018 3 May 16,
1998
3,806,421 1.69% 3,806,421 1.64% 311,388
(Shares
held by
Cao-liang
Wang)
0.13% 0 0% BA in Power
Mechanical
Engineering,
National Tsing Hua
University.
Chairman, Argosy
Research Inc.
8 N/A N/A N/A -
Director ROC Wei-Chun
Wang, rep
of Tai-Yi
Investmen
t Co., Ltd.
M Jun 08, 2018 3 May 6,
2005
4,130,572 1.83% 4,130,572 1.78% 1,159,158
(Shares
held by
Wei-Chun
Wang)
0.50% 628,812
(Shares
held by
Wang’s
wife and
children)
0.27% Chengchi University
MBA
Manager, Top Taiwan
Investment &
Development

Chairman, Tai-Yi
Investment.
Senior Manager,
Top Taiwan
Investment &
Development
Chairman
Joseph
Wang
Father and
son
-
  • 8 -
Title1 Nationality
or
Residency

Name
Gender
Elected
(Inauguration)
Date
Term
(yrs.)
Initially
Elected
Date2
Shares Held When
Elected/Inaugurated
Shares Held When
Elected/Inaugurated
Shares Currently
Held
Shares Currently
Held
Shares Currently
Held by
Spouse/Minor
Children
Shares Currently
Held by
Spouse/Minor
Children
Shares Held
Under Other’s
Name
Shares Held
Under Other’s
Name
Major Experience
(Education)3
Position(s)
Concurrently Held
in this and other
Organizations
Spouse/2ndDegree Relatives
Holding Officer/Director/
Supervisor Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Officer/Director/
Supervisor Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Officer/Director/
Supervisor Post of this
Organization.
Note4
Shares % Shares % Shares % Shares % Title Name Relationship
Director ROC Kuo-Hong
Wang, rep
of
Kuo-Shian
Investmen
t Co., Ltd.
M Jun 08, 2018 3 Jun 11,
2015
2,415,539 1.07% 2,415,539 1.04% 105,022
(Shares
held by
Kuo-Hong
Wang)
0.05% 0 0% William Rainey
Harper College
Chairman & CEO,
Kuo-Shian
Investment Co., Ltd.
Chairman, Global
Aluminum LLC.
Chairman,
Zhen-Bon Industrial
Co., Ltd.
Supervisor, G-Tech
Optoelectronics
Corp.
Supervisor,
Tang-Juan
Company

N/A
N/A N/A -
Director ROC Min-Cheng
Lin9

M
Jun 06, 2019 3 April 12,
2001
3,000 0% - - 0 0% 0 0% Bachelor degree
of National
Cheng Kung
University
Director of Lee-Yu &
CO., CPA
Director of Lee-Yu
& CO., CPA
Director of Lee-Yu
Business
Management
Inc.
Supervisor, Ledtech
Electronics Co.,Ltd.
Supervisor, Argosy
Research Inc.
Supervisor, Radbon
Avionics Inc.

N/A
N/A N/A -
Director ROC Te-Cheng
Chiu
M Jun 06, 2019 3 Jun 18,
2002
100,000 0% 100,000 0.04% 0 0% 0 0% Vice chairman of
Taiwan Life
Insurance Co., Ltd.
Chairman of Taiwan
Private Equity
Association
10 N/A N/A N/A -
Independent
director

ROC
Chi-Lin
Wei
M Jun 08, 2018 3 Jun 9,
2006
0 0% 0 0% 0 0% 0 0% PhD in Economics,
Paris University.
Chairman, Graduate
Institute of
International
business, National
Taiwan University.
Secretary General,
Executive Yuan.
Chairman, Lank Bank
of Taiwan.
Minister, Research,
Development and
Evaluation
Commission

11
N/A N/A N/A -
  • 9 -
Title1 Nationality
or
Residency

Name
Gender
Elected
(Inauguration)
Date
Term
(yrs.)
Initially
Elected
Date2
Shares Held When
Elected/Inaugurated
Shares Held When
Elected/Inaugurated
Shares Currently
Held
Shares Currently
Held
Shares Currently
Held by
Spouse/Minor
Children
Shares Currently
Held by
Spouse/Minor
Children
Shares Held
Under Other’s
Name
Shares Held
Under Other’s
Name
Major Experience
(Education)3
Position(s)
Concurrently Held
in this and other
Organizations
Spouse/2ndDegree Relatives
Holding Officer/Director/
Supervisor Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Officer/Director/
Supervisor Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Officer/Director/
Supervisor Post of this
Organization.
Note4
Shares % Shares % Shares % Shares % Title Name Relationship
Independent
director

ROC
Ho-Min
Chen
M Jun 06, 2019 3 Jun 6,
2019
0 0% 0 0% 0 0% 0 0% Professor of National
Taiwan University
Dean of Commerce
Development
Research Institute
Dean of the College
of
Management ,Natio
nal Chung Hsing
University
Chairperson of Dept.
of Business
Administration,
National Chung
HsingUniversity

Professor of
National
Taiwan University
Independent
director, ELAN
Microelectronics
Independent
director, Fulltech
Fiber Glass Corp.
Director of ROO
HSING Co., Ltd.
N/A N/A N/A -
Independent
director

ROC
Zheng-Yan
Chang
M Jun 08, 2018 3 Jun 08,
2018
0 0% 0 0% 0 0% 0 0% Clinical researcher of
Paris Descartes
University.
National Defense
Medical Center.
Supervisor of
Radiologicl Society
of North America.
Director of Radiology
Department, Taipei
Veterans General
Hospital

Chief Consultant,
Tzu Chi Medical
Imaging
Department
Professor
Consultant
Physician, Taipei
Veterans General
Hospital
Professor of
National Yang-Ming
University
Clinical Professor of
National Defense
Medical Center
Professional
Consultant, CTCI
Corporation


N/A
N/A N/A -

1The Companys must list their name and representative (representatives of the Companys must indicate the the Company they represent) and complete Table 1 below.

  • 2Fill in the date of being a director or supervisor of the Company for the first time. Please also specify the interruption, if any.

  • 3Please specify the title and duty for any past experiences related to the current position, such as working at the CPA firm auditing this report or an affiliate during the reporting period.

  • 4 When the Company’s Chairman and the President or equivalent (the highest ranked managerial officer) are the same person, or relatives such as spouses or the first degree of kinship, the information such as the reason, reasonableness, necessity and response measures (For example, increasing the number of independent directors, and having more than half of the directors who do not serve concurrently as employees or managerial officers, etc.) should be provided.

5Chairman of SINBON Beijing (representative of the Company), chairman of SINBON Hong Kong (representative of the Company), chairman of SINBON Shanghai (representative of the Company), chairman of SINBON Shenzhen (representative of the Company), chairman of SINBON Jiangyin (representative of the Company), chairman of Kwan-Ze, chairman of SINBON International (representative of the Company), chairman of Japan SINBON (representative of the Company), director of Argosy Technology (representative of the Company), chairman of Top Taiwan IV Venture Capital (representative of the Company), chairman of Top Taiwan III Venture Capital (representative of the Company), director of Top Taiwan II Venture Capital (representative of the Company), director of Top Taiwan VII Venture Capital (representative of the Company), director of Top Taiwan Venture Capital (representative of the Company), director of Top Taiwan XII Venture Capital (representative of the Company), director of T-CONN Precision (representative of the Company), director of T-CONN Precision Zhongshan (representative of the Company), director of Super Progressive Ltd. (representative of the Company), director of Beijing SINBON Tongan Electronics (representative of the Company) , and director of Enmagic Renewable Energy Co., Ltd. (representative of the Company).

  • 10 -

6Director of Kwan-Ze (representative of the Company), director of Argosy Beijing (representative of the Company), chairman of T-CONN Precision (representative of the Company), chairman of T-CONN Precision Zhongshan (representative of the Company), and chairman of Super Progressive Ltd. (representative of the Company).

7Director of Worldwide Wire Harnesses Ltd. (representative of the Company), chairman of SINBON Tongcheng (representative of the Company), director of SINBON Jiangyin (representative of the Company), director of SINBON Hong Kong (representative of the Company), director of SINBON Beijing (representative of the Company), director of Beijing SINBON Tongan (representative of the Company), director of SINBON Shenzhen (representative of the Company), director of SINBON Shanghai (representative of the Company), chairman of Jiangsu Yingmai Energy Technology Co., Ltd. (representative of the Company) , director of Kunshan Yingmai Energy Technology Co., Ltd. (representative of the Company), Independent director of Flytech Technology Co., Ltd. , and director of Enmagic Renewable Energy Co., Ltd. (representative of the Company).

8Chairman of Argosy Technology, chairman of Argosy Technology B.V., chairman of Argosy Technology, Inc., chairman of Global Saber Electronics Co., Ltd., chairman of Rotec Limited, supervisor of INPAQ Technology (representative of the Company), director of Top Taiwan III Venture Capital (representative of the Company),and director of Top Taiwan V Venture Capital (representative of the Company) , Supervisor of Top Taiwan XII Venture Capital. 9Resigned on January 7, 2020.

10 Chairman / President of Top Taiwan, Top Taiwan IX, Top Taiwan III, Top Taiwan X, Top Taiwan XI, and Top Taiwan XII Venture Capital; Chairman / President of Top Taiwan Financial Consulting, President of Top Taiwan II, Top Taiwan IV, Top Taiwan V, Top Taiwan VI, Top Taiwan VII, and Top Taiwan VIII Venture Capital; Independent Director of Silitech Technology and Chicony Power Technology; Corporate representative of ShareHope Medicine and AMICCOM Electronic; Director of ELAN Microelectronics and AVATACK; Director of Radbon Avionics Inc. (representative of SINBON Electronics).

11Chairman of Top Taiwan VI Venture Investment, independent director of Inventec Besta, independent director of Formosa Plastics, director of AcBel Polytech Inc., director of ELAN Microelectronics, and chairman of Waterland Financial Holdings, supervisor of Radium Life Tech Company, supervisor of Aces Electronics, director of Nuvoton Technology Corporation, director of Taiwan Secom Co. , Ltd.

Table 1: Major Shareholder of the Company

Table 1: Major Shareholder of the Company
(April 14,2020)
Name of The Company1 Major Shareholders of the Company2
Argosy Research Inc. Kwan-Ze Co., Ltd. (17.81%), Cao-Liang Wang (7.01%), Fubon Life Insurance Co., Ltd.
(5.00%), SINBON Electronics (3.59%), Shu-Zhen Chen (3.22%), Prudential Financial Maxime
Fund (1.85%), Yi-Ben Yuan (1.69%), Sheng-wen Wang (1.64%), UPAMC GREAT CHINA Fund
(1.19%), Yue-Ning Wang (1.12%).
Tai-Yi Investment Co., Ltd. Zhen-Chun Wang (29.42%), Wei-Chun Wang (29.39%), Xin-Chi Yeh(8.80%), Wei-Ming
Liang(8.19%), Jun-Qiang Wang(8.00%), Chao-Yeh Wang(6.65%), Mu-Xiao Liu(4.72%),
Huang-Ji Lin (1.92%), Chi-Chou Chang (1.78%), Pei-Wen Hu(0.57%),
Kuo-Shian Investment Co., Ltd. Kuo-Hong Wang(33.33%), Xing-hui Liu(33.33%), Xiang Wang(33.33%)

1Directors and supervisors who are representatives of the companies must fill in the name of the companies they represent in the table.

2Fill in the major shareholders of that the Company (top ten shareholders) and their shares. If major shareholders are the company, continue with Table 2.

3If the legal person shareholder is not a company or organization, the aforementioned name of the shareholder and shareholding ratio that should be disclosed is the name of the capital contributor or sponsor and the contribution or sponsoring ratio.

  • 11 -

Table 2: Major Shareholders of Major the Company in Table 1

Table 2: Major Shareholders of Major the Company in Table 1
(April 14,2020)
Name of the Company in Table 11 Major Shareholders of the Company2
Kwan-Ze Co., Ltd. SINBON Electronics (100%)
Fubon Life Insurance Co., Ltd. Fubon Financial Holding Co., Ltd. (100%)
SINBON Electronics Co., Ltd. Fubon Life Insurance Co., Ltd. (5.89%), Aberdeen Standard OEIC II- ASI Global Smaller
Companies Fund (3.33%), Deutsche Bank Deutsche Bank Taipei Branch entrusted with the
Brei Global Fund - Berri Asia Japan Excluding Small Companies Equity Funds (3.29%), Joseph
Wang (3.23%), Swedbank Robur Globalfond (2.19%), Columbia Acorn Trust - Columbia
Acorn International (1.88%)、Tai-Yi Investment Co., Ltd. (1.77%), Liu,Bo-Wen (1.77%),
JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total International Stock
Index Fund, a series of Vanguard Star Funds (1.73%), Cathay Life Insurance Company, Ltd.
(1.70%).
Prudential Financial Maxime Fund N/A
UPAMC GREAT CHINA Fund N/A

1Table 1: Fill in the corporation name for the company.

2Fill in the major shareholders of that the company name (top ten shareholders) and their shares.

  • 12 -
Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II) Information of Directors and Supervisors(II)
Requirements
Name1

Do independent directors have over 5 years of
relevant experience and the following professional
qualifications?
Compliance with independency2 Concurrently serving as an independent
director of other public companies.
A faculty member of the discipline
of commerce, law, finance,
accounting, or other academic
disciplines of a higher education
establishment relating to the
business of the Company
A judge, public prosecutor, attorney,
certified public accountant, or other
professional or technical specialist
who has passed a national
examination and has been awarded
a certificate in a profession required
by the business of the Company
Have work experience in
commerce, law, finance, or
accounting, or otherwise required
by the business of the Company
1 2 3 4 5 6 7 8 9 10 11 12
Joseph Wang No No Yes 0
Xin-Chi Yeh No No Yes 0
Cao-Liang Wang,
representative of
ArgosyResearch
No No Yes 0
Wei-Ming Liang No No Yes 1
Wei-Chun Wang,
rep of Tai-Yi
Investment Co.,
Ltd.
No No Yes 0
Chi-Lin Wei Yes No Yes 2
Ho-Min Chen Yes No Yes 2
Zheng-Yan Chang
Yes
Yes Yes 0
Kuo-Hong Wang,
rep of Kuo-Shian
Investment Co.,
Ltd.
No No Yes 0
Min-Cheng Lin3 No Yes Yes 0
Te-Cheng Chiu No No Yes 1

1Number of columns is subject to change as necessary.

  • 2Please tick the corresponding items when directors and supervisors comply with the following conditions two years before being elected and during their term.

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

  • (2) Not a director or supervisor of the Company or any of its affiliates (except as an independent director of the Company, or its parent company, or its subsidiary where the Company holds, either directly or indirectly, over 50% of the voting shares).

  • (3) Not an individual shareholder holding shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one percent or more of the total number of shares issued by the Company or ranks as one of its top ten shareholders.

  • (4) Not a spouse, relative within the second degree by consanguinity, or lineal relative within the third degree by consanguinity, of any of the above persons in the above three items.

  • (5) Not a director, or supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of shares issued by the Company or ranks as one of its top five shareholders.

  • (6) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the Company;

  • 13 -

  • (7) Not a professional or an owner, partner, director, supervisor, officer, or spouse of a sole proprietorship, partnership, company, or institution providing commercial, legal, financial, and accounting services or consultation to the Company or its affiliates; except for a member of the wage and compensation committee exercising powers with reference to Article 7 of the “Regulations Governing the Establishment and Exercise of Powers of Compensation Committees of Companies whose Stock is Listed on the TWSE or Traded on the GTSM”.

  • (8) Not a spouse or a relative within the second degree by affinity of a director of the Company.

  • (9) No violation of any items specified in Article 30 of the Company Act.

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

  • (11) Not involved in any of the circumstances specified under article 30 of the Corporate Law.

  • (12) Not nominated as a governmental or institutional shareholder, or as the representative as stipulated under article 27 of the Corporate Law.

  • 3Resigned on January 7, 2020.

  • 14 -

3.2.2. President, Vice Presidents, Assistant Vice Presidents, Department or Branch Officers

(April 14,2020) (April 14,2020) (April 14,2020)
Title1 Nationality Name Inaugural
(elected)
Date
Shares Held Shares Currently
Held by Spouse/
Minor Children
Shares Held Under
Other’s Name
Major Experience (Education)2 Position(s)
Concurrently
Held in Other
Organizations
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Title3
Shares % Shares % Shares % Title Name Relationship
President ROC Wei-Ming
Liang
Jan 5, 1998 1,051,523
0.45%

0

0%

0

0%

IE & MBA, University of Iowa.
BS in Industrial Engineering, Tunghai
University.
VP,Starconn Electronic Co.,Ltd.
4 N/A N/A N/A -
Vice
President
ROC Wen-Sen
Huang
Feb11, 1998 230,602
0.10%

0

0%

0

0%

Dip. in Industrial Design, National Taipei
Institute of Science and Technology.
Marketing Chief, AMP
MarketingManager,IR-TEC International.
5 N/A N/A N/A -
Vice
President
ROC Jun-Yu Chen Apr 20, 2018 57,712
0.03%

0

0%

0

0%

LLM, Law School, Fudan University.
HR and Sales Manager, Tsankuen Shanghai.
Director, Administration Division, Want
Want Holdings Limited
In charge of
SINBON USA LLC
Director of
SINBON C&C
(representative of
the Company)
N/A N/A N/A -
Director ROC Ping Li Oct 1, 1996 101,220
0.04%

0

0%

0

0%

BA in Industrial Management, National
Cheng Kung University.
QC Manager,ChenfengMachinery
N/A N/A N/A N/A -
Director ROC Jia-Zhi Hsu Nov 1, 2000 26,166
0.01%

457

0%

0

0%

BS in Industrial Engineering and
Management, National United University
Sales Manager,Rui Zun Electronics.
N/A N/A N/A N/A -
Director ROC Li-Li Huang Apr 21, 1997 930
0.00%

0

0%

0

0%

BA in International Trade, Chung Yuan
Christian University.
Product Manager, Marketing Department,
AMP
PR & Consumer Relations Staff,
Kimberly-Clark Taiwan.
N/A N/A N/A N/A -
Financial/
Accounting
Officer
ROC Chi-Chou
Chang
Oct 1, 2000 225,389
0.10%

264,124

0.12%

0

0%

MBA, National Chung Hsing University
BA in Accounting, Chung Yuan Christian
University.
Associate Manager,Diwan & Company
6 N/A N/A N/A -
Director ROC Jun-Qiang
Wang
Oct 1, 2014 160,000
0.07%

160,000

0.07%

0

0%

MBA, Rutgers University.
BS in Industrial Engineering, Tunghai
University.
Capital Market Assistant Manager, Taiwan
Securities
7 N/A N/A N/A -
  • 15 -
Title1 Nationality Name Inaugural
(elected)
Date
Shares Held Shares Held Shares Currently
Held by Spouse/
Minor Children
Shares Currently
Held by Spouse/
Minor Children
Shares Held Under
Other’s Name
Shares Held Under
Other’s Name
Major Experience (Education)2 Position(s)
Concurrently
Held in Other
Organizations
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Title3
Shares % Shares % Shares % Title Name Relationship
Director ROC Cheng-Ling Li Sep 1, 2014 0
0.00%

0

0%

0

0%

BA in Business Administration & Sociology,
Tunghai University
HR Manager, HONDA Taiwan
HR Manager, Infineon Group
Senior HR Manager,Foxconn Group
N/A N/A N/A N/A -
Director ROC Xiu-Sui Lin Sep 1, 2014 30,403
0.01%

0

0%

0

0%
Ging Chung Business College Director of SZ
SINBON
(representative of
the Company)
Director of
SINBON Shanghai
(representative of
the Company)
N/A N/A N/A -
Director ROC Yun-Ru Huang Sep 1, 2014 0
0.00%

62

0.00%

0

0%

LLM, University of Southern California.
LLB, National Taiwan University.
Legal Affairs, AcBel.
Legal Affairs, Lin & Chang International Law
Offices
N/A N/A N/A N/A -
Director ROC Xin-Chun Wu Oct 1, 2014 2,864
0.00%

0

0%

0

0%
BA in Spanish, Tamkang University Director of JY
SINBON
(representative of
the Company)
N/A N/A N/A -
Director ROC Hao-Min Hsu Oct 1, 2014 78
0.00%

0

0%

0

0%

Department of Shipping and Transportation
Management, National Taiwan Ocean
University.
Longwell Company
FedEx Taiwan
N/A N/A N/A N/A -
Director ROC Jin-Zong Huang Sep 01, 2018
0

0.00%

0

0%

0

0%

Chief Operating Officer ofGolden Bridge
Electech Inc.
N/A N/A N/A N/A -
Ass. Director ROC Jin-Ze Zheng Sep 1, 2014 0
0.00%

0

0%

0

0%
BA in Political Science, Soochow University.
VP,KeyMouse Electronic
N/A N/A N/A N/A -
Ass. Director ROC Bing-Chen
Song
Oct 1, 2014 1,689
0.00%

0

0%

0

0%
Ping Tung College of Technology
Sales Manager,Wieson Technologies
N/A N/A N/A N/A -
Ass. Director ROC Min-Zheng Lin Jun 1, 2015 588
0.00%

0

0%

0

0%

Department of Electronic Engineering,
National United University
Section Chief of ECH-CAST MFG. CORP.
N/A N/A N/A N/A -
  • 16 -
Title1 Nationality Name Inaugural
(elected)
Date
Shares Held Shares Held Shares Currently
Held by Spouse/
Minor Children
Shares Currently
Held by Spouse/
Minor Children
Shares Held Under
Other’s Name
Shares Held Under
Other’s Name
Major Experience (Education)2 Position(s)
Concurrently
Held in Other
Organizations
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Spouse/2ndDegree Relatives
Holding Manager Post of this
Organization.
Title3
Shares % Shares % Shares % Title Name Relationship
Ass. Director ROC Jia-Qing Lin Apr 18, 2016 9,202
0.00%

0

0%

0

0%
Electronic Engineering, China University of
Science and Technology
N/A N/A N/A N/A -
Ass. Director ROC Ya-Hui Guo Apr 18, 2016 0
0.00%

0

0%

0

0%

National Taiwan University of Science and
Technology / Department of Business
Administration
N/A N/A N/A N/A -
Ass. Director ROC Kui-Zhen Feng Apr 09, 2018 0
0.00%

4,000

0%

0

0%

Department of Slavic Languages and
Literatures, National Chengchi University
Operations manager of Holistic Music
Culture Enterprise Co., Ltd.
Administration Supervisor. of Ju Culture
Enterprise Co.,Ltd.
N/A N/A N/A N/A -
Ass. Director ROC Pin-Jen Chen Apr 09, 2018 7,000
0.00%

0

0%

0

0%

Dept. of Sport Management, Aletheia
University
Sales Supervisor of T-CONN Precision
Corporation
N/A N/A N/A N/A -
Ass. Director ROC Chien-Ming
Huang
Apr 09, 2018 0
0.00%

0

0%

0

0%
Department of Electronic Engineering,
Fu-Hsin Trade & Arts School
N/A N/A N/A N/A -
Ass. Director ROC Hsing-Hsiu Kuo Apr 10, 2018 6,262
0.00%

100

0%

0

0%

Master degree, Department of Applied
Foreign Languages,National Yunlin
Universityof Science and Technology
N/A N/A N/A N/A -
Ass. Director ROC Kuo-Hung
Chen
Oct 29, 2018 0
0.00%

0

0%

0

0%

Department of Mechanical Engineering,
National Taiwan University of Science and
Technology
Ass. Director of Consumer Products
Division,Lorom Industrial Co. Ltd.
N/A N/A N/A N/A -
Ass. Director ROC Bing-Chen Fu Jun 3, 2019 0
0.00%

5,000

0.00%

0
0.00% Stratford University, MBA.
PM, LITE-ON Technology
N/A N/A N/A N/A -
Director ROC Yu-Shan Su Nov 14, 2019
1,000

0.00%

0

0.00%

0
0.00%
MBA, National Taiwan University
BA in Business Administration, National
Taiwan University
President, International SOS-Taiwan branch
President, Future Taiwan Advanced
Electronics Pte Ltd.
N/A N/A N/A N/A -

1The information of the president, vice presidents, assistant vice presidents, and department and branch officers and positions equivalent to a president, vice president, or assistant vice president, regardless of title, must be disclosed.

2Experience related to the current position. If the person has worked at the accountant’s firm where this report is certified or an affiliate of the Company, his title and duty must be specified.

  • 17 -

3 When the company’s President or equivalent (the highest ranked managerial officer) and the Chairman are the same person, or relatives such as spouses or the first degree of kinship, the information such as the reason, reasonableness, necessity and response measures (For example, increasing the number of independent directors, and having more than half of the directors who do not serve concurrently as employees or managerial officer, etc.) should be provided.

4 Director of Worldwide Wire Harnesses Ltd. (representative of the Company), chairman of SINBON Tongcheng (representative of the Company), director of SINBON Jiangyin (representative of the Company), director of SINBON Hong Kong (representative of the Company), director of SINBON Beijing (representative of the Company), director of Beijing SINBON Tongan (representative of the Company), director of SINBON Shenzhen (representative of the Company), director of SINBON Shanghai (representative of the Company), chairman of Jiangsu Yingmai Energy Technology Co., Ltd. (representative of the Company) , director of Kunshan Yingmai Energy Technology Co., Ltd. (representative of the Company), Independent director of Flytech Technology Co., Ltd. , and director of Enmagic Renewable Energy Co., Ltd. (representative of the Company).

5 Director of SINBON Europe GmbH(representative of the Company), Director of SINBON Hong Kong (representative of the Company), supervisor of SINBON Jiangyin (representative of the Company), and supervisor of SINBON Tongcheng (representative of the Company)

6Director of SINBON Hong Kong (representative of the Company), supervisor of SINBON Shenzhen (representative of the Company), supervisor of SINBON Shanghai (representative of the Company), director of Kwan-Ze (representative of the Company), supervisor of T-CONN (representative of the Company), supervisor of SINBON Tongan Electronics Beijing (representative of the Company), director of SINBON Tongcheng (representative of the Company), director of SINBON Jiangyin (representative of the Company), supervisor of SINBON Electronics Beijing (representative of the Company), director of Jiangsu Yingmai Energy Technology Co., Ltd.

(representative of the Company)

7Supervisor of Kwan-Ze, Supervisor of T-CONN Precision, Director of T-CONN Precision Zhongshan (representative of the Company), and Director of Enmagic Jiangsu Energy Co., Ltd (representative of the Company), director of SINBON Beijing (representative of the Company) , director of Beijing SINBON Tongan (representative of the Company), chairman of Kunshan Yingmai Energy Technology Co., and director of Enmagic Renewable Energy Co., Ltd. (representative of the Company).

  • 18 -

3.3. Remunerations Paid to Directors, President, and Vice Presidents Last Year

3.3.1. Directors (including independent directors)

(December 31,2019; Expressed in Thousands of NTD) (December 31,2019; Expressed in Thousands of NTD) (December 31,2019; Expressed in Thousands of NTD) (December 31,2019; Expressed in Thousands of NTD) (December 31,2019; Expressed in Thousands of NTD) (December 31,2019; Expressed in Thousands of NTD) (December 31,2019; Expressed in Thousands of NTD) (December 31,2019; Expressed in Thousands of NTD) (December 31,2019; Expressed in Thousands of NTD) (December 31,2019; Expressed in Thousands of NTD) (December 31,2019; Expressed in Thousands of NTD)
Title Name Remuneration paid to directors The proportion
of the sum of
items A-D in net
profit after tax10
Compensation earned by directors holding concurrent posts at
SINBON or affiliates
The proportion
of the sum of
items A-G in
net profit after
tax10
Compensation Paid to Directors from
Non-consolidated Affiliates11
Base
Compensation
(A)2
Severance
Pay and
Pensions
(B)
Compensation
to Directors (C)3
Allowances
(D)4
Base
Compensation,
Bonuses, and
Allowances(E)5
Severance
Pay and
Pensions
(F)
Employee Profit Sharing (G)6
From SINBON From All Consolidated
Entities7
From SINBON From All Consolidated
Entities7
From SINBON From All Consolidated
Entities7
From SINBON From All Consolidated
Entities7
From SINBON From All Consolidated
Entities7
From SINBON From All Consolidated
Entities7
From SINBON From All Consolidated
Entities7
From SINBON From All
Consolidated
Entities8
From SINBON From All Consolidated
Entities7
Cash Stock (Fair
Market Value)
Cash Stock (Fair
Market Value)
Chairman Joseph Wang - - --
-
13,950 13,950 1,480 1,480 0.89 0.89 2,367 2,885 - - 8,780 - 8,780
-
1.75 1.78 -
Director Wei-MingLiang
Director Xin-Chi Yeh
Director Cao-Liang
Wang, rep of
Argosy
Research
Director Wei-Chun
Wang, rep of
Tai-Yi
Investment Co.,
Ltd.
Director Kuo-Hong
Wang, rep of
Kuo-Shian
Investment Co.,
Ltd.
Director Te-Cheng Chiu
Director Min-ChengLin
Independent
Director
Chi-Lin Wei - - --
-
3,400 3,400 220 220 0.21 0.21 - - - - - - - - - - -
Independent
Director
Ho-Min Chen
Independent
Director
Zheng-Yan
Chang
* Please state the policy, system, standards and structure of independent directors ’remuneration payment, and describe the relevance to the amount of remuneration, responsibilities, risks, time invested and other factors:
* In addition to the above table,the otherpayments to the directors of the Companyin the lastyear from all companies in consolidated reports(such as to be a consultant,not an employee):None.
  • 19 -

Remuneration Intervals

Intervals of Remuneration Paid to
Directors (NT$)
Director Director Director
Sum of A,B,C,D Sum of A,B,C,D,E,F,G
From SINBON8 From All Consolidated
Entities9 (I)
From SINBON8 From All Consolidated
Entities9 (J)
Under 1,000,000 Min-Cheng Lin
Ho-Min Chen
Te-ChengChiu
Min-Cheng Lin
Ho-Min Chen
Te-ChengChiu
Min-Cheng Lin
Ho-Min Chen
Te-ChengChiu
Min-Cheng Lin
Ho-Min Chen
Te-ChengChiu
1,000,000 (incl.)-2,000,000 (excl.) Zheng-Yan Chang
Chi-Lin Wei
Kuo-Hong Wang, rep of
Kuo-Shian Investment
Co., Ltd.
Cao-Liang Wang, rep of
ArgosyResearch
Zheng-Yan Chang
Chi-Lin Wei
Kuo-Hong Wang, rep of
Kuo-Shian Investment
Co., Ltd.
Cao-Liang Wang, rep of
ArgosyResearch
Zheng-Yan Chang
Chi-Lin Wei
Kuo-Hong Wang, rep
of Kuo-Shian
Investment Co., Ltd.
Cao-Liang Wang, rep
of ArgosyResearch
Zheng-Yan Chang
Chi-Lin Wei
Kuo-Hong Wang, rep
of Kuo-Shian
Investment Co., Ltd.
Cao-Liang Wang, rep
of ArgosyResearch
2,000,000 (incl.)-3,500,000 (excl.) Wei-Chun Wang, rep of
Tai-Yi Investment Co.,
Ltd.
Xin-Chi Yeh
Wei-Ming Liang
Joseph Wang
Wei-Chun Wang, rep of
Tai-Yi Investment Co.,
Ltd.
Xin-Chi Yeh
Wei-Ming Liang
Joseph Wang
Xin-Chi Yeh
Wei-Chun Wang, rep
of Tai-Yi Investment
Co., Ltd.
Xin-Chi Yeh
Wei-Chun Wang, rep
of Tai-Yi Investment
Co., Ltd.
3,500,000(incl.)-5,000,000(excl.)
5,000,000 (incl.)-10,000,000 (excl.) Wei-Ming Liang
Joseph Wang
Wei-Ming Liang
Joseph Wang
10,000,000(incl.)-15,000,000(excl.)
15,000,000(incl.)-30,000,000(excl.)
30,000,000(incl.)-50,000,000(excl.)
50,000,000(incl.)-100,000,000(excl.)
Over 100,000,000
Total 19,050,000 19,050,000 30,197,000 30,715,000

1The name of directors must be indicated individually (both the name of the Companys and their representatives must be indicated). The amount of remunerations must be expressed in sum. Directors concurrently taking the president or vice president posts must be specified in this table and the table below (3-1) or (3-2).

2This refers to the remuneration for directors in the last year (including base compensation, allowances, severance pay, bonuses, and rewards).

3This refers to the amount of compensations paid to directors approved by the board before the profit allocation plan is approved by the shareholders’ meeting in the last year.

4This includes all kinds of allowances for directors in the last year (including travel expense, special disbursement, allowances, housing, company car, etc.). When housing, company car and other transportation or personal expense are provided, the nature and cost of such assets, the actual rent or rent calculated based on fair market price, gasoline reimbursement, and other payments must be disclosed. If drivers are assigned, please specify the wage for these drivers without combining with the compensation for directors.

5This includes all kinds of compensations for directors who are also employees (including the president, vice presidents, and other managers and employees) in the last year, including salary, allowances, severance pay, bonuses, rewards, travel expense, special disbursement, subsidies, housing, company car, etc.). When housing, company car and other transportation or personal expense are provided, the nature and cost of such assets, the actual rent or rent calculated based on fair market price, gasoline reimbursement, and other payments must be disclosed. If drivers are assigned, please specify the wage for these drivers without combining with the compensation for directors. In addition, according to IFRS 2 "Fundamental basis for the payment", the remuneration recognized as salary costs should also be included, including the acquisition of employee stock vouchers, restrictions on employee rights and participation in new shares and other shares, etc.

6This refer to the employee profit sharing (including stock and cash) of directors who are also employees (including the president, vice presidents, and other managers and employees) in the last year. The amount of employee profit sharing approved by the board before the allocation plan is approved by the shareholders’ meeting in the last year must be disclosed. If the amount cannot be estimated, calculate the planned amount for this year based on the actual amount distributed last year and fill out Table 1-3.

7The total amount of all remunerations paid to directors by all consolidated entities (including SINBON).

8The name of directors must be disclosed in respective remuneration intervals based on the total amount of remunerations paid to each director by SINBON.

  • 9The name of directors must be disclosed in respective remuneration intervals based on the total amount of remunerations paid to each director by all consolidated entities (including SINBON).

10This net profit after tax refers to the net profit after tax in the last year; or the net profit after tax of each entity or individual financial statements in the last year when IFRS is applied. 11

  • a. This refers to the amount compensation paid to directors from non-consolidated affiliates.

  • b. The amount of compensation paid to directors from non-consolidated affiliates must be included in the remuneration interval (I), and the column must be renamed as “all non-consolidated affiliates”.

  • c. Compensation refers to the remuneration, wage, employee profit sharing, and allowances paid by non-consolidated affiliates to directors who are also their directors, supervisors, or managers.

*As the remuneration structure disclosed in this table is different from the concept specified in the Income Tax Act, information disclosed in this table is not intended for use in taxation.

  • 20 -

3.3.2. Remunerations Paid to President and Vice Presidents

(December 31,2019;Expressed in Thousands of NTD) (December 31,2019;Expressed in Thousands of NTD) (December 31,2019;Expressed in Thousands of NTD) (December 31,2019;Expressed in Thousands of NTD) (December 31,2019;Expressed in Thousands of NTD) (December 31,2019;Expressed in Thousands of NTD) (December 31,2019;Expressed in Thousands of NTD)
Title Name Base
Compensation
(A)3
Severance
Pay and
Pensions
(B)
Bonuses,
Special
Disbursement,
etc. (C)4
Employee Profit Sharing (D)5 The proportion
of the sum of
items A-D in
net profit after
tax9
Compensation Paid to Supervisors from
Non-consolidated Affiliates10
From SINBON From All Consolidated
Entities6
From SINBON From All Consolidated
Entities6
From SINBON From All Consolidated
Entities6
From
SINBON
From All
Consolidate
d Entities5
From SINBON From All Consolidated
Entities6
Cash Stock (Fair
Market Value)
Cash Stock (Fair
Market Value)
President Wei-Ming
Liang
5,276 7,752 - - 2,536 2,536 1,460 - 1,460 - 0.54 0.68 -
Vice
President
Zhen-Xing
Chen
(Note 1)
Wen-Sen
Huang
Jun-Yu Chen

*Regardless of titles, the remuneration for employees equivalent to a president or vice president (e.g. general manager, CEO, director, etc.) must be disclosed.

1Retirement on Feb. 28, 2019.

Remuneration Intervals

Intervals of Remuneration Paid to President and Vice
Presidents (NT$)
Name of President and Vice Presidents Name of President and Vice Presidents
From SINBON7 From All Consolidated
Entities8
Under 1,000,000
1,000,000(incl.)-2,000,000(excl.) Zhen-XingChen Zhen-XingChen
2,000,000 (incl.)-3,500,000 (excl.) Wei-Ming Liang; Wen-Sen
Huang;Jun-Yu Chen
Wei-Ming Liang; Wen-Sen
Huang;Jun-Yu Chen
3,500,000(incl.)-5,000,000(excl.)
5,000,000(incl.)-10,000,000(excl.) - -
10,000,000(incl.)-15,000,000(excl.) - -
15,000,000(incl.)-30,000,000(excl.) - -
30,000,000(incl.)-50,000,000(excl.) - -
50,000,000(incl.)-100,000,000(excl.) - -
Over 100,000,000 - -
Total 9,272,000 11,748,000

2The name of presidents and vice presidents must be indicated individually. The amount of remunerations must be expressed in sum. Directors concurrently taking the president or vice president posts must be specified in this table and the above table.

3Fill in the base compensation, allowances, and severance pay of presidents and vice presidents in the last year.

4This includes all kinds of bonuses, monetary rewards, travel expense, special disbursement, allowances, housing, company car, and amount of other remunerations for presidents and vice presidents in the last year. When housing, company car and other transportation or personal expense are provided, the nature and cost of such assets, the actual rent or rent calculated based on fair market price, gasoline reimbursement, and other payments must be disclosed. If drivers are assigned, please specify the wage for these drivers without combining with the compensation for presidents and vice presidents. In addition, according to IFRS 2 "Fundamental basis for the payment", the remuneration recognized as salary costs should also be included, including the acquisition of employee stock vouchers, restrictions on employee rights and participation in new shares and other shares, etc.

5This refer to the amount of employee profit sharing (including stock and cash) for presidents and vice presidents in the last year approved by the board before the allocation plan is approved by the shareholders’ meeting. Also complete Table 1-3. The net profit after tax refers to the net profit after tax in the last year; or the net profit after tax of each entity or individual financial statements in the last year when IFRS is applied.

6The total amount of all remunerations paid to presidents and vice presidents by all consolidated entities (including SINBON).

7The name of presidents and vice presidents must be disclosed in respective remuneration intervals based on the total amount of remunerations paid to each president and vice president by SINBON.

8The name of presidents and vice presidents must be disclosed in respective remuneration intervals based on the total amount of remunerations paid to each president and vice president by all consolidated entities (including SINBON).

9This net profit after tax refers to the net profit after tax in the last year, or the net profit after tax of each entity or individual financial statements in the last year when IFRS is applied.

  • 21 -

10

  • a. This refers to the amount of compensation paid to presidents and vice presidents from non-consolidated affiliates.

  • b. The amount of compensation paid to presidents and vice presidents from non-consolidated affiliates must be included in the remuneration interval (E), and the column must be renamed as “all non-consolidated affiliates”.

  • c. Compensation refers to the remuneration, wage, employee profit sharing, and allowances paid by non-consolidated affiliates to presidents and vice presidents who are also their directors, supervisors, or managers.

*As the remuneration structure disclosed in this table is different from the concept specified in the Income Tax Act, information disclosed in this table is not intended for use in taxation.

Name of Executives Receiving Employee Profit Sharing and Status of Profit Allocation

(December 31, 2019; Expressed in Thousands of NTD)

Title1 Name1 Amount of Profit
Sharing in Stock

Amount of Profit
Sharing in Cash

Total
The proportion of
Net Profit after Tax
(%)
Executives President Wei-MingLiang - 3,220 3,220 0.19
Vice President Wen-Sen Huang
Vice President Jun-Yu Chen
Director PingLi
Director Jia-Zhi Hsu
Director Li-Li Huang
Director Jun-QiangWang
Director Cheng-LingLi
Director Xiu-Sui Lin
Director Yun-Ru Huang
Director Xin-Chun Wu
Director Jin-ZongHuang
Ass. Director Kong-De Yang 5
Ass. Director Hao-Min Hsu
Ass. Director Bing-Chen Song
Ass. Director Jin-Ze Zheng
Ass. Director Min-ZhengLin
Ass. Director Jia-QingLin
Ass. Director Ya-Hui Guo
Director Pei-LingHuang 6
Ass. Director Kui-Zhen Feng
Ass. Director Pin-Jen Chen
Ass. Director Chien-MingHuang
Ass. Director Hsing-Hsiu Kuo
Ass. Director Kuo-HungChen
Ass. Director Bing-Chen Fu
Director Yu-Shan Su
CFO Chi-Chou Chang

1The name and title of executives must be indicated individually. The amount of employee profit sharing must be expressed in sum.

2Fill in the amount of employee profit sharing (including stock and cash) for executives in the last year approved by the board before the allocation plan is approved by the shareholders’ meeting. If the amount cannot be estimated, calculate the planned amount for this year based on the actual amount distributed last year. The net profit after tax refers to the net profit after tax in the last year; or the net profit after tax of each entity or individual financial statements in the last year when IFRS is applied.

3Referring to order in Letter Tai-Cai-Zi 0920001301 issued on 27 March 2003, the scope of executives (or managerial personnel) must cover:

  • a. President and its equivalent.

  • b. Vice president and its equivalent.

c. Assistant vice president and its equivalent.

  • d. Financial department head.

  • e. Accounting department head.

f. Other personnel entitled to administer organization affairs and make approvals with their signature.

4Directors, presidents and vice presidents receiving employee profit sharing (including stock and cash) must be disclosed in both Tale 1-2 and this table.

5 Resigned on Dec 31, 2019.

6 Resigned on May 31, 2019.

  • 22 -

  • 3.3.3. Analysis of the proportion of the total amount of remunerations paid to directors, supervisors, presidents, and vice presidents by SINBON and all consolidated entities in last two years in net profit after tax; and the payment policy, standard, and combination of remunerations; procedure to remuneration determination; and their relevance to operational performance and future risk.

and future risk.
(December 31,2019
Item Theproportion of Total Remuneration Amount in Net Profit after Tax(%)
2019 2018
SINBON All Consolidated
Entities
SINBON All Consolidated
Entities
Directors 1.75 1.78 1.64 1.68
President and Vice Presidents 0.54 0.68 0.74 0.92
Note: Although the amount of remunerations in 2019 was more than in 2018, the percentage of the increase is
lower than 20%,so there is no explanation needed accordingto the rules.
  • (1) The payment policy, standard, and combination of remunerations:

  • A. Directors and Supervisors: There is no fixed salary but travelling expenses to attend the Board meeting is NT$ 10,000 every time. According to the Company's Articles of Incorporation, annual remuneration to directors and supervisors was no more than 3% of pre-tax net profit aside as an annual reward.

  • B. Managers: Referring to other companies’ payment levels and regulations of the Company, managers shall be paid remunerations no less than 1% and no more than 15% of pre-tax net profit and the remunerations shall be paid in the first half year and second half year according to performance scores.

  • (2) Procedure to remuneration determination; and their relevance to operational performance and future risk:

  • A. Procedure steps: a. setup annual performance indexes b. grading c. remuneration amount proposes d. remuneration Committee review e. approved by the Board f. distribution.

  • B. Relevance: the amount of remunerations was depended on personal performance and the profits of the Company.

3.4. Corporate Governance

3.4.1. Board Operation

Between June 2019 and April 2020, 4 (A) board meetings were held, and director attendances are as follows:

attendances are as follows:
Title Name1 Actual
Participation
(Attendance) B
Agent
Attendance
Actual
Participation
(Attendance)
Rate(%) (B/A)2
Remarks
Chairman Joseph Wang 3 1 75% -
Director Wei-Ming Liang 4 0 100% -
Director Xin-Chi Yeh 4 0 100% -
Director Cao-Liang Wang, rep. of
ArgosyResearch Inc.
4 0 100% -
Director Wei-Chun Wang, rep. of Tai-Yi
Investment Co.,Ltd.
4 0 100% -
Director Kuo-Hong Wang, rep. of
Kuo-Shian Investment Co.,Ltd.
4 0 100% -
Director Te-Cheng Chiu 4 0 100% -
Director Min-Cheng Lin 2 0 100% Resigned
on January
7,2020.
Independent
Director
Chi-lin Wei 4 0 100% -
Independent
Director
Zheng-Yan Chang 4 0 100% -
Independent
Director
Ho-Min Chen 4 0 100% Elected on
June 6,
2020.
  • 23 -

Annotations

  • (1) The board operation has one of below status should specify the date and term of the board meeting and proposal content of corresponding board meetings, the opinion of all independent directors, and the management of their opinion:

  • A. Items listed in Article 14-3 of the Securities and Exchange Act.

  • B. The other board resolutions with a dissenting opinion or qualified opinion expressed by independent directors and recorded in the minutes or in writing.

Date
Name
July 26 2019 Oct. 25 2019 Mar. 20 2020 Apr. 23 2020
Chi-lin Wei No objections No objections No objections No objections
Zheng-Yan Chang No objections No objections No objections No objections
Ho-Min Chen No objections No objections No objections No objections
  • (2) For the recusal of proposals by directors for conflicts of interest, the name of directors, proposal content, the reason for recusal, and voting status must be specified: None.

  • (3) Assessment of performance in improving board function and achieving relevant goals in this year and last year: The Board has established and implemented with the "Self-Evaluation or Peer Evaluation of the Board of Directors”. The Company shall take into consideration its condition and needs when establishing the criteria for evaluating the performance of the board of directors (functional committees), which should cover, at a minimum, the following five aspects:

  • A. Participation in the operation of the company;

  • B. Improvement of the quality of the board of directors' decision making;

  • C. Composition and structure of the board of directors;

  • D. Election and continuing education of the directors; and

  • E. Internal control.

The criteria for evaluating the performance of the board members (on themselves or peers), should cover, at a minimum, the following six aspects:

  • A. Familiarity with the goals and missions of the company;

  • B. Awareness of the duties of a director;

  • C. Participation in the operation of the company;

  • D. Management of internal relationship and communication;

  • E. The director's professionalism and continuing education; and

  • F. Internal control.

The indexes of board performance evaluation shall be determined based on the operation and needs of the Company and suitable and appropriate for evaluations by the company once a year. Scoring criteria may be modified and adjusted based on the company's needs. The weighted scoring method may be adopted based on the aspects of evaluation. The evaluation had done on October 29, 2019 and the results have been published on the website: https://www.sinbon.com/en/corporate-governance, the rating was 100%.

1If directors and supervisors are entities, the name of the Company and their representative must be disclosed.

2

(1) When directors or supervisors resign before the end of a fiscal year, the date of resignation must be specified in the Remarks, and their actual participation (attendance) rate (%) must be calculated with reference to their actual participation (attendance) frequency in the actual number of board meetings held during their term.

(2) When there is a director or supervisor re-election before the end of a fiscal year, the current and past directors and supervisors must be disclosed, and their status (past, current, or re-elected) must be specified in the Remarks. Their actual participation (attendance) rate (%) must be calculated with reference to their actual participation (attendance) frequency in the actual number of board meetings held during their term.

  • 24 -

3.4.2. Evaluation of Board of Directors

Frequency Period Scope Method Content
Once per Year 2019/01/01~
2019/12/31
Board of
Directors
Internal self-evaluation of
the Board of Directors
1
  • 2 The measurement items include the following indicators:

  • (1) Evaluation of Board of Directors: participation in the company’s operation, improving the quality of the board’s decision-making, board composition and structure, director selection and continuous training and internal control.

  • (2) Evaluation of each director: understanding of the company’s business objectives and director’s duties, participation in the company’s operation, internal communication and management, director selection and continuous training and internal control.

3.4.3. Audit Committee Operation or Supervisor Participation in Board Operation:

SINBON adopted the supervisor system without establishing an audit committee. Between June 2018 and April 2019, 5 (A) board meetings were held, and supervisor attendances are as follows:

Title Title Name Actual
Attendance (B)
Actual Attendance Rate
(%) (B/A) (Notes)
Actual Attendance Rate
(%) (B/A) (Notes)
Remarks
Independent Director Chi-Lin Wei 4 100% -
Independent Director Zheng-Yan Chang 4 100% -
Independent Director Ho-Min Chen 4 100% Elected on June
6,2019.
Annotations
(1) a. Matters relatingto Article 14-5 of the Securities and Exchange Act:
Date
Agenda and subsequent processes
Mar. 14,2019
 Approval of the consolidated financial statement and
individual financial statements of 2018
 Approval of the profit allocation plan of 2018
 Approval of the Statement of Compliance of Internal
Control System Compliance of 2018
 Approval of the assessment results of CPA
independency: Complied
 Approval of renewal of the credit line from HSBC
(China)
 Approval of amendment to the Operational
procedures for Acquisition and Disposal of Assets
 Approval of amendment to Procedures for Lending
Funds to Others.
 Approval of amendment to the Operational
Procedures for Endorsements and Guarantees
Apr. 19, 2019
 Approval of the consolidated financial statement of
Q1 2019
 Approval of renewal of the credit line from CTCB and
Land Bank of Taiwan
 Approval of Beijing SINBON Tongan Capital Increased
byCash for employee stockpurchaseplan
Jul. 26, 2019
 Approval of the consolidated financial statement of
Q2 2019
 Approval of the change of CPA from Ernst & Young
 Approval of Beijing SINBON Tongan to establish new
subsidiary “Enmagic Renewable Energy Co., Ltd.” in
Taiwan.
 Approval of renewal of the credit line from
HSBC(Taiwan), CTBC, Bank SinoPac, Taipei Fubon
Bank,DBS,Mizuho Bank and Taishin Bank.
Board resolutions and
how the company
handles the opinions
All of the independent
directors raised no
objection and
approved by the Board
of Director.
Date Agenda and subsequent processes Board resolutions and
how the company
handles the opinions
Mar. 14,2019  Approval of the consolidated financial statement and
individual financial statements of 2018
 Approval of the profit allocation plan of 2018
 Approval of the Statement of Compliance of Internal
Control System Compliance of 2018
 Approval of the assessment results of CPA
independency: Complied
 Approval of renewal of the credit line from HSBC
(China)
 Approval of amendment to the Operational
procedures for Acquisition and Disposal of Assets
 Approval of amendment to Procedures for Lending
Funds to Others.
 Approval of amendment to the Operational
Procedures for Endorsements and Guarantees
All of the independent
directors raised no
objection and
approved by the Board
of Director.
Apr. 19, 2019  Approval of the consolidated financial statement of
Q1 2019
 Approval of renewal of the credit line from CTCB and
Land Bank of Taiwan
 Approval of Beijing SINBON Tongan Capital Increased
byCash for employee stockpurchaseplan
Jul. 26, 2019  Approval of the consolidated financial statement of
Q2 2019
 Approval of the change of CPA from Ernst & Young
 Approval of Beijing SINBON Tongan to establish new
subsidiary “Enmagic Renewable Energy Co., Ltd.” in
Taiwan.
 Approval of renewal of the credit line from
HSBC(Taiwan), CTBC, Bank SinoPac, Taipei Fubon
Bank,DBS,Mizuho Bank and Taishin Bank.
  • 25 -
(2) Oct. 25, 2019  Approval of the consolidated financial statement of
Q3 2019
 Approval of 2020 Audit planning
 Approval of renewal of the credit line from Shin Kong
Bank, Cathay Bank and Bank of Taiwan
 Approval of Beijing SINBON Tongan to establish new
subsidiary “SINBON TongAn Renewable Energy ApS”
in Denmark.
 Approval of T-CONN Precision Corporation and
SINBON Holding GmbH Capital Increased by Cash.
 Approval of loan to SINBON Holding GmbH’s
subsidiary“SINBON HungaryKft”.
Mar. 20, 2020  Approval of the consolidated financial statement and
individual financial statements of 2019
 Approval of the profit allocation plan of 2019
 Approval of the Statement of Compliance of Internal
Control System Compliance of 2019
 Approval of the assessment results of CPA
independency: Complied
 Approval of provision of endorsement and guarantee
for SINBON USA LLC
 Approval of renewal of the credit line from Land Bank
and Mizuho Bank
 Approval of amendment to the Procedures for Ethical
Management and Guidelines for Conduct
Apr. 23, 2020  Approval of the consolidated financial statement of
Q1 2020
 Approval of renewal of the credit line from Mizuho
Bank, Far Eastern Bank and Taipei Fubon Bank
 Approval of investment of the private placement of
common shares of VAN MOOF Global Holding BV
 Approval of Beijing SINBON TongAn Electronics Co.,
Ltd. made an initial public offering of RMB common
stock (A shares) and applied for listing on the
Shenzhen Stock Exchange or other Stock Exchanges
 Approval of Beijing SINBON TongAn Electronics Co.,
Ltd. appointed SINOLINK Securities to organize the
IPO issues.
 Approval of loan to SINBON Holding GmbH’s
subsidiary“SINBON HungaryKft”.
  • 26 -
j. Financial reports;
k. Other material issues imposed by other companies or authorities.
(3) Communication between supervisors and chief auditor/CPA: Supervisors actively communicate
organizational financial and sales situations with the chief auditor and CPA by phone, e-mail, or
meeting. In addition, the chief auditor submits the audit reports to supervisors periodically and CPA
will send a questionnaire to supervisors to implement two-way communication with supervisors. Since
the 3rdmeeting of the board in 2016, CPA attended the meeting of the board quarterly to
communicate with supervisors and chief auditor face to face. Our website also disclosure the
communication status athttps://www.sinbon.com/en/corporate-governance.
(4) If supervisors express an opinion at a board meeting, specify the date and term of the board meeting,
theproposal content,board resolutions,and the handlingof opinion expressed bysupervisors:
Date
July 26 2019
Oct. 25 2019
Mar. 20 2019
Apr. 2 2019
Name
Chi-Lin Wei
No objections
No objections
No objections
No objections
Zheng-Yan Chang
No objections
No objections
No objections
No objections
Ho-Min Chen (Elected
on Jun 6,2019)
No objections
No objections
No objections
No objections

Notes:

(1) When supervisors resign before the end of a fiscal year, the date of resignation must be specified in the Remarks, and their actual attendance rate (%) must be calculated with reference to their actual attendance frequency in the actual number of board meetings held during their term.

(2) When there is supervisor re-election before the end of a fiscal year, the current and past supervisors must be disclosed, and their status (past, current, or re-elected) must be specified in the Remarks. Their actual attendance rate (%) must be calculated with reference to their actual attendance frequency in the actual number of board meetings held during their term.

3.4.4. Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”

Evaluation Item Implementation Status1 Deviations from “the
Corporate Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Illustration
1.
Does the company establish and disclose
the Corporate Governance Best-Practice
Principles based on “Corporate
Governance Best-Practice Principles for
TWSE/TPEx Listed Companies”?
The Company has established the Corporate
Governance Best-Practice Principles based on
“Corporate Governance Best-Practice Principles for
TWSE/TPEx Listed Companies and disclosed it on the
Market Observation Post System:
http://mops.twse.com.tw/mops/web/t100sb04_1.
No
2.
Shareholding structure & shareholders’
rights:
(1) Does the company establish an
internal operating procedure to deal
with shareholders’ suggestions,
doubts, disputes and litigations, and
implement based on the procedure?
(2) Does the company possess the list of
its major shareholders as well as the
ultimate owners of those shares?
(3) Does the company establish and
execute the risk management and


(1) The company has a "Measures to Report Cases of
Illegal and Unethical or Indecent Assassin Acts" and
has established a "Stakeholder Area" webpage and
spokesperson system in accordance with the
regulations to handle related matters. Please visit
our website:
https://www.sinbon.com/tw/csr/stakeholder-contact
(2) The Company maintains a list of major shareholders
and their beneficial owners and has developed
good investor relations with major shareholders.
(3) The Company has established the “Group
Enterprise Management Regulations”,“Investment
No
No
No
  • 27 -
Evaluation Item Implementation Status1 Deviations from “the
Corporate Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Illustration
firewall system within its
conglomerate structure?
(4) Does the company establish internal
rules against insiders trading with
undisclosed information?
Management Regulations”, “Internal Control
System”, “Internal Audit System”, and relevant laws
and regulations to handle affiliate issues.
(4) The Company has established the “ Corporate
Governance Best Practice Principles” and article 8 is
prohibiting insider trading on undisclosed
information.
No
3.
Composition and Responsibilities of the
Board of Directors
(1) Does the Board develop and
implement a diversified policy for the
composition of its members?
(2) Does the company voluntarily
establish other functional
committees in addition to the
Remuneration Committee and the
Audit Committee?
(3) Does the company establish a
standard to measure the
performance of the Board and
implement it annually, and are
performance evaluation results
submitted to the Board of Directors
and referenced when determining
the remuneration of individual
directors and nominations for
reelection?
(4) Does the company regularly evaluate
the independence of CPAs?



(1) The Company has established the “ Corporate
Governance Best Practice Principles” and please
refer the article18. Board members have been
selected from qualified candidates by the chairman
with board authorization. The status of the
implement: (1) Diversify background: 3 directors of
the board are executive director, 3 of them are
business administrator, 2 of them are economics
professor, 1 CPA, and 1 industry analysis. (2) 1 of the
independent director is female and continuously to
find suitable female directors. (3) Ages: 2 of the
board members is older 70, 3 between 60 and 70, 4
between 50 and 60, and 1 below 50.
(2) The Company established “General Management
Team” at 1stBOD meeting in 2018. Please find the
rules of procedure on our website.
(3) The Company had established the “Evaluation of
the Board of Directors Performance” since April 22,
2016 and finished the performance report and
public it on Oct. 29, 2019 on the Company’s
website. The Company will do the evaluation once a
year via questionnaires then report to the board.
(4) The Company assesses the independence of CPAs
on a regular basis (once a year) with reference to
Article 27 of the BPP and reports the results to the
board, and the last report was presented on Mar.
20, 2020. The Company assesses the independence
of CPA in terms of financial interests, financing and
guaranty, business relations, family and individual
relationship, employment relations, gift and special
offers, CPA rotation and non-audit business. The
Company
has
obtained
the
statement
of
independence issued by CPAs. So far, no incident or
event affecting CPA independency has been
detected.


























No.
No.
No.
No.
  • 28 -
Evaluation Item Implementation Status1 Deviations from “the
Corporate Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Illustration
4.
Does the company appoint a suitable
number of competent personnel and a
supervisor responsible for corporate
governance matters (including but not
limited to providing information for
directors and supervisors to perform their
functions, assisting directors and
supervisors with compliance, handling
work related to meetings of the board of
directors and the shareholders' meetings,
and producing minutes of board meetings
and shareholders' meetings)?
The Board of Director had assigned assistant manager
CHENG,PI-WEI as the company’s full-time head of
corporate governance on April 23, 2020. The main
duties are providing the required information to
directors and supervisors to carry out the business,
handle the matters relating to the BOD and the
shareholders 'meeting in accordance with the law,
handle the registration issues of the Company, and make
the meeting minutes for BOD and the shareholders'
meeting.
The implementation of corporate governance 2020:
1.Assist independent directors and directors to perform
their duties, provide necessary information and
arrange directors' training.
2. Assist the board of directors and shareholders in
meeting procedures and resolutions
3. To draw up the agenda of the board of directors,
notify the directors seven days ago, convene the
meeting and provide meeting materials, and give
advance reminders if the topics need to be avoided,
and complete the minutes of the board meeting
within 20 days after the meeting.
4. According to the law, pre-registration of the date of
the shareholders' meeting, preparation of meeting
notices, discussion manuals, and minutes of
proceedings within the statutory time limit, and
change of registration in the amendment of the
articles of association or the election of directors
Training situation for 2020: The annual training has not
been completed before the preparation of the annual
report, and will be disclosed on the company's website
after completion.

























No.
5.
Does
the
company
establish
a
communication channel and build a
designated section on its website for
stakeholders (including but not limited to
shareholders, employees, customers, and
suppliers), as well as handle all the issues
they care for in terms of corporate social
responsibilities?







The Company has established a “Stakeholders Section”
on the website and implemented the spokesperson
system to handle relevant affairs. The implement results
had reported to 7thBOD meeting in 2018 and published
on our website:
https://www.sinbon.com/en/csr/stakeholder-contact
No.
6.
Does the company appoint a professional
shareholder service agency to deal with
shareholder affairs?
The Company has assigned the Register Department of
Taishin International Bank as our register.
No.
7.
Information Disclosure
(1) Does the company have a corporate
website to disclose both financial
standings and the status of corporate
governance?
(1) The Company discloses relevant financial
information and business information regularly and
as necessary over the corporate website
(www.sinbon.com) and MOPS
(http://newmops.twse.com.tw).
No.
  • 29 -
Evaluation Item Implementation Status1 Deviations from “the
Corporate Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies” and
Reasons
Yes No Abstract Illustration
(2) Does the company have other
information disclosure channels (e.g.
building an English website,
appointing designated people to
handle information collection and
disclosure, creating a spokesman
system, webcasting investor
conferences)?
(3) Does the company announce and
report annual financial statements
within two months after the end of
each fiscal year, and announce and
report Q1, Q2, and Q3 financial
statements, as well as monthly
operation results, before the
prescribed time limit?
(2)
(3)
The Company has established the spokesperson
system to handle relevant affairs and discloses
material information over the Chinese and English
versions and public the CSR report on the corporate
website.
The Company publishes and declares relevant
financial reports and operating conditions for each
month in accordance with the relevant regulations.
Although the annual financial report was not
announced and reported within two months after
the end of the fiscal year, the first, second, and third
quarter financial reports and the monthly operating
situation were announced in advance. Please find
the Market Observation Post System in detail:
http://newmops.twse.com.tw/
No.
No.
8.
Is there any other important information
to facilitate a better understanding of the
company’s corporate governance
practices (e.g., including but not limited to
employee rights, employee wellness,
investor relations, supplier relations,
rights of stakeholders, directors’ and
supervisors’ training records, the
implementation of risk management
policies and risk evaluation measures, the
implementation of customer relations
policies, and purchasing insurance for
directors and supervisors)?

The Company has always been concerned about the
rights and benefits of customers, suppliers,
shareholders, and employees. Apart from implementing
humanized management, we value work environment
safety and health and has established the Employee
Welfare Committee, arrange liability insurance for
directors and supervisors, and establish the employee
profit sharing system in our articles of incorporation.
Apart from providing in-service corporate governance
training for directors and supervisors at least three hours
each year, we arrange 12 hours of corporate governance
training for new directors and supervisors. The result of
the implementation is posted on the MOPS. Risk
management policies and risk assessment are
established and implemented with reference to the
“Asset Acquisition and Settlement Management
Regulations”, “Endorsement and Guaranty SOP”, “Code
of Business Ethics”, “Board Procedural Standards”, and
“Internal Material Information Processing SOP”.
Investments with an amount of NT$300 million or
paid-in capital over 20% are submitted to the board for
resolution. The QA policy and customer rights and
benefits protection are included in our ISO. Every year
we arrange liability insurance for directors and
supervisors as prescribed in the articles of incorporation.
Pease refer to the Company’s CSR report to get more
information.


No.
  • 30 -

  • Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the Corporate Governance Center, Taiwan Stock Exchange, and provide the priority enhancement measures. The result of the last corporate governance evaluation for the Company is top 21% ~ 35%. The Company had done some works on the improvement of the quality of the board of directors' decision making, for example, to hold at least 2 remuneration committee meetings in 1 year and at least 2 times attendance of each member; improving information transparency: issued material information bilingually; implement corporate social responsibility: The Company had assigned Performance Evaluation Department to be the corporate governance unit and deputy spokesperson is responsible for corporate governance-related matters and the results had reported to 7[th] BOD meeting in 2018 and published on our website. In 2018, SINBON establish audit committee. In 2020, at least 2 independent directors on duty less 9 years term, at least 2 remuneration committee members are independent directors, to hold at least 6 BOD meetings, and amendment the articles of incorporation and disclosure specific dividend policy.

  • 1Please describe the situation, either “yes” or “no” in the non-compliance column.

  • 2The self-evaluation report must contain the results of evaluation items for corporate governance practices, including the current condition of operation and implementation.

  • 31 -

3.4.5. Composition, Responsibilities and Operations of the Remuneration Committee

(1) Professional Qualifications and Independence Analysis of Remuneration Committee Members

Committee Members Committee Members Committee Members
Status1 Requirements
Name
Do committee directors have over 5 years
of relevant experience and the following
professionalqualifications?
Compliance with
Independency2
Also a compensation committee member of other
public companies concurrently
Remarks3
A faculty member of the discipline of
commerce, law, finance, accounting, or
other academic disciplines of a higher
education establishment relating to the
business of the Company
A judge, public prosecutor, attorney,
certified public accountant, or other
professional or technical specialist who
has passed a national examination and
has been awarded a certificate in a
profession required by the business of
Have work experience in commerce, law,
finance, or accounting, or otherwise
required by the business of the Company
1 2 3 4 5 6 7 8 9 10
Independent
Director
Chi-Lin Wei Yes No Yes 4 -
Independent
Director
Zheng-Yan
Chang
Yes Yes Yes 0
Others Mu-Xiao Liu No No Yes 0 -

1Please, specify member status: director, independent director, or others.

  • 2Please tick the corresponding items when directors and supervisors comply with the following conditions two years before being elected and during their term.

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

  • (2) Not a director or supervisor of the Company or any of its affiliates (except as an independent director of the Company, or its parent company, or its subsidiary where the Company holds, either directly or indirectly, over 50% of the voting shares).

  • (3) Not an individual shareholder holding shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of one per cent or more of the total number of shares issued by the Company or ranks as one of its top ten shareholders.

  • (4) Not a spouse, relative within the second degree by consanguinity, or lineal relative within the third degree by consanguinity, of any of the above persons in the above three items.

  • (5) Not a director, or supervisor, or employee of a corporate/institutional shareholder that directly holds five per cent or more of the total number of shares issued by the Company or ranks as one of its top five shareholders.

  • (6) Not a director, supervisor, officer, or shareholder holding five per cent or more of the shares of a specified company or institution that has a financial or business relationship with the Company;

  • (7) Not a professional or an owner, partner, director, supervisor, officer, or spouse of a sole proprietorship, partnership, company, or institution providing commercial, legal, financial, and accounting services or consultation to the Company or its affiliates.

  • (8) No violation of any items specified in Article 30 of the Company Act.

  • (9) Not provide audit services, or provide commerce, receiving less than NT$ 500,000 in the past two years, to the Company or to any affiliate of the Company, the business owner, partner, director (managing director), auditor (managing auditor), manager and their spouse of a sole ownership, partnership, incorporated entity or organization, except as a member of the payroll remuneration council for exercising its fiduciary duties per article 7 of the stock launching or securities dealers business office trading company’s payroll remuneration council set up and exercising its fiduciary duty measures.

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

  • 32 -

  • (2) Attendance of Members at Remuneration Committee Meetings

  • A. Committee members: 3.

B. Current term: June 19, 2018 to June 7, 2021. By April 30, 2020, 3 committee meetings (A) were held, and the qualification and attendance of committee members are as follows:

Title Title Name Actual
Attendance(B)
Agent
Attendance
Actual Attendance
Rate(%) (B/A) (Note)
Actual Attendance
Rate(%) (B/A) (Note)
Remarks
Convener Chi-Lin Wei 3 0 100% Re-election
Committee
Member
Zheng-Yan Chang 2 0 67% Join on March 14,
2019.
Committee
Member
Mu-Xiao Liu 3 0 100% Re-election
The main issues reviewed and summarized below:
Date Agenda and subsequent processes Results The Company’s
responses
Mar. 14,2019 1. To review and approve the company's employee compensation
and director and supervisor compensation in 2018.
2. To review and approve the amendments to the organizational
rules of the Salary and Remuneration Committee.
3. To review and approve the remuneration for the newly appointed
Vice President of the company.
4. To review and approve the remuneration for the company's new
director.
5. To review and approve the remuneration for the company's new
Ass. Director.
Approved Submitted to the
Board of Director
and approved.
Jul. 26, 2019 To review and approve the remuneration for the company's new
manager.
Mar. 20, 2020 1. To review and approve the company's employee compensation
and director and supervisor compensation in 2019.
2. To review and approve the remuneration for the company's new
manager.
3. To review and approve the remuneration for managers of the
company.

Note

(1) When committee members resign before the end of a fiscal year, the date of resignation must be specified in the Remarks, and their actual attendance rate (%) must be calculated with reference to their actual attendance frequency in the actual number of committee meetings held during their term.

(2) When there is a committee member re-election before the end of a fiscal year, the current and past committee members must be disclosed, and their status (past, current, or re-elected) must be specified in the Remarks. Their actual attendance rate (%) must be calculated with reference to their actual attendance frequency in the actual number of committee meetings held during their term.

  • 33 -

3.4.6. Fulfillment of CSR and Deviations from the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies"

Evaluation Item Implementation Status1 Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation2
1.
Does the company assess ESG risks associated
with its operations based on the principle of
materiality, and establish related risk
management policies or strategies? (Note3)
(1) In the face of internationalization of the
operational scale, increasingly complex impact
and changes of the global economic
environment, SINBON identifies relevant risks
that may affect the sustainable development of
the enterprise from daily operation and
formulates relevant management strategies and
response measures to reduce the potential risks
of operational disruption.
(2) SINBON's risk management policies and risk
measurements are handled in accordance with
the Company's "Regulations Governing the
Acquisition and Disposal of Assets,"
"Regulations Governing
Endorsements/Guarantees," "Guidelines for the
Adoption of Codes of Ethical Conduct,"
"Regulations Governing Procedure for Board of
Directors Meetings," and "Procedures for
HandlingMaterial Inside Information."

No
2.
2.Does the company establish exclusively (or
concurrently) dedicated first-line managers
authorized by the board to be in charge of
proposing the corporate social responsibility
policies and reportingto the board?
The Company reports the effectiveness and progress
of CSR implementation to the board once a year.
Please refer 2018 CSR report.
No
3.
Environmental issues
(1) Does the company establish proper
environmental management systems based
on the characteristics of their industries?
(2) Does the company endeavor to utilize all
resources more efficiently and use
renewable materials which have low
impact on the environment?
(3) Does the company evaluate the potential
risks and opportunities in climate change
with regard to the present and future of its
business, and take appropriate action to
counter climate change issues?
(4) Does the company take inventory of its
greenhouse gas emissions, water
consumption, and total weight of waste in
the last two years, and implement policies
on energy efficiency and carbon dioxide
reduction, greenhouse gas reduction, water
reduction,or waste management?





(1) The Company sets RoHS, PFOA, PFOS as our
production targets with reference to customer
demand and international environmental
trends. No product returns due to RoHS issues
was reported.
(2) The Company establishes and implements the
green product management system to control
environmental-concerned chemical substances
in the supply chain to reduce environmental
and health risks.
(3) The Company selects and uses eco-friendly
materials.
(4) The Company adopts the design for life-cycle
extension policy.
(5) The Company adopts power-saving design and
uses green packaging.
(6) The Company establishes the Green Committee
to supervise the effectiveness of environmental
policyimplementation and implement the
No
No
No
No
  • 34 -
Evaluation Item Implementation Status1 Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation2
ISO14001 EMS (passed certification in 2002,
The certificate is valid from 27 April 2018 until
06 April 2021).
(7) In 2012, the Company passed the ISO 14064-1
GHG inventory for enterprise certification, and
we implement GHG inventory every year since
then.
(8) The Company has calculated the greenhouse
gas emissions, water consumption and total
weight of waste in the past two years, and
formulate policies for energy saving, carbon
reduction, greenhouse gas reduction, water use
reduction or other waste management. Please
refer to 2018 CSR report CH3.
(9) The others, please refer 2018 CSR report.
4.
Social issues
(1)
Does the company formulate appropriate
management policies and procedures
according to relevant regulations and the
International Bill of Human Rights?
(2)
Does the company have reasonable
employee benefit measures (including
salaries, leave, and other benefits), and do
business performance or results reflect on
employee salaries?
(3)
Does the company provide a healthy and
safe working environment and organize
training on health and safety for its
employees on a regular basis?
(4)
Does the company provide its employees
with career development and training
sessions?



(1) The Company passed SA8000 social
accountability certification since 2013 and
voluntarily establish our internal management
policy and procedures with reference to the UN
Global Compact.
(2) In addition to fixed salary, the company also
distributed performance bonuses in the first
and third quarters. Performance bonuses have
immediate incentives and a high degree of
performance correlation, which not only
reflects the company's overall operating profit,
but also relates to individual performance, so
that the results of operating performance can
reasonably link to employees' salary and
rewards.
(3) The Company passes GSV (Global Security
Verification) and OHSAS 18000 occupational
health and safety certification to implement
organizational OHS management and ensure
the security of employees and products. The
Company also implements periodic inspection
and maintenance of equipment and disaster
prevention exercise, arranges health
examinations for employees, and organizes ESH
workshops.
(4) In response to organizational strategic
development goals and fulfil the work
competency need of employees, the Company
provides comprehensive learning methods and
channels, such as internal training, external
training,and annual learningsubsidies.
No
No
No
No.
  • 35 -
Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation2
(5)
Do the company's products and services
comply with relevant laws and
international standards in relation to
customer health and safety, customer
privacy, and marketing and labeling of
products and services, and are relevant
consumer protection and grievance
procedure policies implemented?
(6)
Does the company implement supplier
management policies, requiring suppliers
to observe relevant regulations on
environmental protection, occupational
health and safety, or labor and human
rights? If so, describe the results.

(5) The Company categorizes the problems
reflected in customer complaints and take
timely action to resolve them to regain
customer satisfaction.
(6) The Company has added contents (SA8000 and
EICC) for implementing CSR in our procurement
contracts. Before any business transactions, we
request suppliers to sign the CSR compliance
agreement and complete the self-evaluation
sheet. We also implement an on-site audit of
suppliers to ensure CSR is implemented by
suppliers.
No
No
5.
Does the company reference internationally
accepted reporting standards or guidelines, and
prepare reports that disclose non-financial
information of the company, such as corporate
social responsibility reports? Do the reports
above obtain assurance from a third party
verification unit?
(1) The Company voluntarily discloses CSR
information on the corporate website, and
“environmental sustainability, green
proclamation, and social commitment” are the
three axes of implementation.
(2) The Company has published CSR report to
disclose our performance in CSR implementation
and published on the website from 2015.
(3) The Company has obtained the assurance report
of independent auditors for 2018 CSR.
No
6.
Describe the difference, if any, between actual practice and the corporate social responsibility principles, if the company has
implemented such principles based on the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies:
No difference.
7.
Other useful information for explaining the status of corporate social responsibility practices:
(1) The Company implements CSR with reference to the four aspects: human rights, labor, environment, and anti-corruption
prescribed in The Ten Principles of UN Global Compact.
(2) The Company passed SA8000 social accountability certification at the end of 2013 and obtained the certificate in 2014.
(3) In recent years, the Company has been devoted to green product design and development. The Company also establishes the
green committee to supervise the effectiveness of environmental policy implementation and implement energy conservation
and emission reduction through four aspects: green building, green procurement, green production, and green product. The
Company has developed the Go Green employee green education platform and combined with the CSP employee creative idea
activity to recognize green experts and reward green innovation proposals, so as to implement environmental sustainability
throughplanningand real action.
  • (3) In recent years, the Company has been devoted to green product design and development. The Company also establishes the green committee to supervise the effectiveness of environmental policy implementation and implement energy conservation and emission reduction through four aspects: green building, green procurement, green production, and green product. The Company has developed the Go Green employee green education platform and combined with the CSP employee creative idea activity to recognize green experts and reward green innovation proposals, so as to implement environmental sustainability through planning and real action.

  • 1Please describe the situation, either “yes” or “no” in the non-compliance column.

  • 2If the Company has published a CSR report, please indicate the correspondence with the CSR report instead.

  • 36 -

3.4.7. Fulfillment of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"

Fair and Ethical Business Operations

Evaluation Item Implementation Status1 Deviations from the
“Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies”and Reasons
Yes No Abstract Illustration
1. Establishment of ethical corporate
management policies and programs
(1) Does the company have a
Board-approved ethical corporate
management policy and stated in
its regulations and external
correspondence the ethical
corporate management policy and
practices, as well as the active
commitment of the Board of
Directors and management
towards enforcement of such
policy?
(2) Does the company have
mechanisms in place to assess the
risk of unethical conduct, and
perform regular analysis and
assessment of business activities
with higher risk of unethical
conduct within the scope of
business? Does the company
implement programs to prevent
unethical conduct based on the
above and ensure the programs
cover at least the matters
described in Paragraph 2, Article 7
of the Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx Listed
Companies?
(3) Does the company provide clearly
the operating procedures, code of
conduct, disciplinary actions, and
appeal procedures in the programs
against unethical conduct? Does
the company enforce the programs
above effectively and perform
regular reviews and amendments?


(1) The Company has established and
implemented the “Code of Business
Ethics” and “Fair and Ethical
Operations SOP and Conduct
Guidelines”.
(2) Internal audits are included in the
annual audit program to audit the
effectiveness of the implementation of
relevant policies and practices
regularly and irregularly.
(3) The Company includes the above code,
SOP, and conduct guidelines in annual
training/education courses.
No
No
No
2. Fulfill operations integrity policy
(1) Does the company evaluate
business partners’ ethical records
and include ethics-related clauses
in business contracts?
(2) Does the company have a unit
responsible for ethical corporate
management on a full-time basis
under the Board of Directors which
reports the ethical corporate

(1) The fair and ethical business
operations clause is included in our
standard contracts.
(2) The “Group Administration Division” is
the responsible unit and will report to
the board any violation once a year(7th
BOD meeting in 2018). The internal
audit unit also reports to the board
No
No
  • 37 -
management policy and programs
against unethical conduct regularly
(at least once a year) to the Board
of Directors while overseeing such
operations?
(3) Does the company establish
policies to prevent conflicts of
interest and provide appropriate
communication channels, and
implement it?
(4) Does the company have effective
accounting and internal control
systems in place to implement
ethical corporate management?
Does the internal audit unit follow
the results of unethical conduct
risk assessments and devise audit
plans to audit the systems
accordingly to prevent unethical
conduct, or hire outside
accountants to perform the audits?
(5) Does the company regularly hold
internal and external educational
trainings on operational integrity?


regularly and where necessary.
(3) The Company has established
complaint channels and the suggestion
box responsible by the “Administration
Department”.
(4) These systems are established and
audited with reference to theEthical
Corporate Management Best Practice
Principles for TWSE/GTSM Listed
Companies, Code of Business Ethics
and Fair and Ethical Operations SOP
and Conduct Guidelines.
(5) The board of the Company arranges
the report on the Code of Business
Ethics and includes it in the training/
education for new employees.
No
No
No
3. Operation of the integrity channel
(1) Does the company establish both a
reward/punishment system and an
integrity hotline? Can the accused
be reached by an appropriate
person for follow-up?
(2) Does the company have in place
standard operating procedures for
investigating accusation cases, as
well as follow-up actions and
relevant post-investigation
confidentiality measures?
(3) Does the company provide proper
whistleblower protection?


(1) The Company establishes “Stakeholder
Section” on the website to handle all
relevant reports.
(2) The Company has establishes the
“procedures for dealing with Unlawful,
Unethical or Dishonesty issues”.
(3) This protection policy includes
non-disclosure of information sources,
an investigation by a third-party unit,
and the signing of a non-disclosure
agreement amongallparties involved.
No
No
No
4. Strengthening information disclosure
(1) Does the company disclose its
ethical corporate management
policies and the results of its
implementation on the company’s
website and MOPS?
(1) Our corporate website:
www.sinbon.com
(2) MOPS website2.
(3) In 2019 no punishment for violation of
fair and ethical business operations
was reported.
No
5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management
Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their
implementation: No difference.
6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies
(e.g., review and amend its policies): The board arranges a report on the code of business ethics every year and included
and includes it in the training/education for new employees andperiodic internal audit.
  • 1Please describe the situation, either “yes” or “no” in the non-compliance column.

2http://mops.twse.com.tw/mops/web/t100sb04_1 (market type: listed, search by stock number “3023” or by company name “SINBON”).

  • 38 -

  • 3.4.8. Search for the code of corporate governance and relevant information: http://mops.twse.com.tw/mops/web/t100sb04_1 (market type: listed, search by stock number “3023” or by company name “SINBON”).

  • 3.4.9. Other material information enabling a better understanding of corporate governance: See the corporate website of the Company.

  • 3.4.10. Items to be disclosed to support the effectiveness of internal control:

  • (1) Statement of Internal Control

Statement of Compliance of the Internal Control System

March 20, 2020

Based on the findings of a self-assessment, SINBON Electronics Co., Ltd. (SINBON) states the following with regard to its internal control system during the year 2019:

  1. SINBON’s Board of Directors and management are responsible for establishing, implementing, and maintaining an adequate internal control system. Our internal control is a process designed to provide reasonable assurance over the effectiveness and efficiency of our operations (including profitability, performance and safeguarding of assets), reliability, timeliness, transparency of our reporting, and compliance with applicable rulings, laws and regulations.

  2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains self-monitoring mechanisms, and SINBON takes immediate remedial actions in response to any identified deficiencies.

  3. SINBON evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (herein below, the Regulations”). The criteria adopted by the Regulations identify five key components of managerial internal control: (1)control environment, (2) risk assessment, (3) control activities, (4) information and communication, and (5) monitoring activities.

  4. SINBON has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.

  5. Based on the findings of such evaluation, SINBON believes that, on December 31, 2018, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws and regulations.

  6. This Statement is an integral part of SINBON’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 Law .

  7. This Statement was passed by the Board of Directors in their meeting held on March 20, 2020, with none of the eight attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.

SINBON Electronics Co., Ltd. Joseph Wang Chairman

Wei-Ming Liang President

  • 39 -

    • (2) The CPA audit review must be disclosed as the internal control system is audited by a CPA: N/A.
  • 3.4.11. Punishment of the Company and employees by the law, punishment of employees by the Company for violation of internal control system regulations, and major defects and improvement in the last year and by the report publishing date: None.

  • 3.4.12. Major resolutions made at the shareholders’ meeting and board meeting in the last year and by the report publishing date:

  • March 14, 2019 Board Meeting  Approval of the Employee compensation and directors' compensation of 2018

     - Approval of the consolidated financial statement and individual financial statements of 2018
    
     - Approval of the profit allocation plan of 2018
    
     - Approval of the Statement of Compliance of Internal Control System Compliance of 2018
    
 Approval of the consolidated financial statement and individual financial
statements of 2018
 Approval of the profit allocation plan of 2018
 Approval of the Statement of Compliance of Internal Control System
Compliance of 2018
 Approval of the Business Plan 2019
 Approval of the assessment results of CPA independency: Complied
 Approval of amendment to Remuneration Committee Charter
 Approval of the remuneration for new vice VP of the company
 Approval of the remuneration package for new marketing director and
associate director
 Approval of appointment of members of Remuneration Committee
 Approval of nomination and election director and Independent director
 Approval of the renewal of new stock base date of Bondholders for the
6th Issued Domestic Secured Convertible Corporate Bonds
 Approval of renewal of the credit line from HSBC (China)
 Approval of amendment to the Operational procedures for Acquisition
and Disposal of Assets
 Approval of amendment to the Rules and Procedures of Board of
Directors Meetings
 Approval of amendment to Procedures for Lending Funds to Others.
 Approval of amendment to the Operational Procedures for Endorsements
and Guarantees
 Approval of amendment to the Company's Corporate Charter (Articles of
Incorporation)
 Proposal of Release the Prohibition on Directors from Participation in
Competitive Business
 Approval of the agenda and relevant affairs of the annual
shareholdersmeeting of 2019
19 April, 2019 Board Meeting  Approval of the consolidated financial statement of Q1 2018
 Review Director nominations and proposals of shareholders' meeting
 Formulating the principle of issuing souvenirs to shareholders of
shareholders
 Approval of renewal of the credit line from CTCB and Land Bank of Taiwan
 Approval of the renewal of new stock base date of Bondholders for the
6th Issued Domestic Secured Convertible Corporate Bonds
 Approval of t Beijing SINBON Tongan Capital Increased by Cash for
employee stock purchase plan
06 June, 2019 Shareholder Approval of of the 2018 Business Report and Financial Statements
Meeting Result: Adopted and published meeting minutes on MOPS
Approval of of distribution on 2018 profits
Result: Adopted and distributed on 8 Aug., 2019.
Amendment to the Company's Corporate Charter (Articles of
Incorporation)
  • 40 -
Result: Passed and published meeting minutes on MOPS
Amendment to the Operational procedures for Acquisition and Disposal
of Assets
Result: Passed and published meeting minutes on MOPS
Amendment to the Operational Procedures for Loaning of Company
Funds
Result: Passed and published meeting minutes on MOPS
Amendment to the Operational Procedures for Endorsements and
Guarantees
Result: Passed and published meeting minutes on MOPS
Approval of of Directors re-election
Result: Passed and published meeting minutes on MOPS
Proposal of Release the Prohibition on Directors from Participation in
Competitive Business
Result: Passed and published meeting minutes on MOPS
26 Jul., 2019 Board Meeting  Approval of the consolidated financial statement of Q2 2019
 Approval of the change of CPA from Ernst & Young
 Approval of the renewal of new stock base date of Bondholders for the
6th Issued Domestic Secured Convertible Corporate Bonds
 Approval of the remuneration for new managers of the company
 Approval of Beijing SINBON Tongan to establish new subsidiary “Enmagic
Renewable Energy Co., Ltd.” in Taiwan.
 Approval of renewal of the credit line from HSBC(Taiwan), CTBC, Bank
SinoPac, Taipei Fubon Bank, DBS, Mizuho Bank and Taishin Bank.
25 Oct., 2019 Board Meeting  Approval of the consolidated financial statement of Q3 2019
 Approval of 2020 Audit planning
 Approval of the renewal of new stock base date of Bondholders for the
6th Issued Domestic Secured Convertible Corporate Bonds
 Approval of renewal of the credit line from Shin Kong Bank, Cathay Bank
and Bank of Taiwan
 Approval of Beijing SINBON Tongan to establish new subsidiary “SINBON
TongAn Renewable Energy ApS” in Denmark.
 Approval of T-CONN Precision Corporation and SINBON Holding GmbH
Capital Increased by Cash.
 Approval of loan to SINBON Holding GmbH’s subsidiary “SINBON Hungary
Kft”.
 Approval of amendment to the Company's Corporate Charter (Articles of
Incorporation)
 Approval of amendment to the Guidelines for the Adoption of Codes of
Ethical Conduct
 Approval of amendment to the Ethical Corporate Management Best
Practice Principles
 Approval of amendment to the Procedures for Ethical Management and
Guidelines for Conduct
March 20, 2020 Board Meeting  Approval of the consolidated financial statement and individual financial
statements of 2019
 Approval of the Employee compensation and directors' compensation of
2019
 Approval of the profit allocation plan of 2019
 Approval of the Statement of Compliance of Internal Control System
Compliance of 2019
 Approval of the Business Plan 2020
 Approval of the assessment results of CPA independency: Complied
 Approval of the renewal of new stock base date of Bondholders for the
6th Issued Domestic Secured Convertible Corporate Bonds
 Approval of provision of endorsement and guarantee for SINBON USA LLC
 Approval of renewal of the credit line from Land Bank and Mizuho Bank
 Approval of amendment to the Corporate Social Responsibility Practice
  • 41 -

Guidelines

  • Approval of amendment to the Procedures for Ethical Management and Guidelines for Conduct

  • Approval of amendment to Corporate Governance Code of Practice

  • Approval of the agenda and relevant affairs of the annual shareholders meeting of 2020

  • 23 April, 2020 Board Meeting

  • Approval of the consolidated financial statement of Q1 2020

  • Review Director nominations and proposals of shareholders' meeting

  • Formulating the principle of issuing souvenirs to shareholders of shareholders

  • Approval of amendment to the remuneration for managers of the company

  • Approval of renewal of the credit line from Mizuho Bank, Far Eastern Bank and Taipei Fubon Bank

  • Approval of the renewal of new stock base date of Bondholders for the 6th Issued Domestic Secured Convertible Corporate Bonds

  • Approval of the "Corporate Governance Supervisor" assignment

  • Approval of investment of the private placement of common shares of VAN MOOF Global Holding BV

  • Approval of Beijing SINBON TongAn Electronics Co., Ltd. made an initial public offering of RMB common stock (A shares) and applied for listing on the Shenzhen Stock Exchange or other Stock Exchanges

  • Approval of Beijing SINBON TongAn Electronics Co., Ltd. appointed SINOLINK Securities to organize the IPO issues

  • Approval of loan to SINBON Holding GmbH’s subsidiary “SINBON Hungary Kft”

  • Approval of amendment to the agenda and relevant affairs of the annual shareholders ’ meeting of 2020

  • 3.4.13. Summary of opinion difference in major resolutions at the board meeting between directors or supervisors in the last year and by the report publishing date with written records or statements: None.

  • 3.4.14. Resignation and relief of relevant roles (including the organization chairman, president, accounting officer, financial officer, chief internal auditor, and R&D officer) in the last year and by the report publishing date:

Summary of Resignation or Relief of Relevant Roles

April 30,2019
Title Name Inaugural Date Relief Date Reasons for Resignation or Relief
Vice President Zhen-Xing
Chen
May 08, 2006 Feburary 28,
2019
Retirement

Note: Relevant roles refer to organization chairman, president, accounting officer, financial officer, chief internal auditor, corporate governance supervisor, and R&D officer.

3.5. Audit Fee

3.5.1. Disclose the amount of the audit and non-audit service fees and content of

non-audit services when the amount of non-audit service fees paid to CPAs, their firms and affiliates for is over a quarter of the audit service fees: The amount of the audit and non-audit service fees and content of non-audit services of the Company are disclosed as follows:

  • 42 -
Expressed in Thousands of NTD Expressed in Thousands of NTD
CPA Firm Ernst & YoungTaiwan
Name of CPA(1) Tzu-PingHuang
Name of CPA(2) MingHungChen
Audit Service Fee 6,360
Non-audit Service Fee System Design 0
Registration 0
Human Resources 0
Others2 895
Subtotal 895
Does the audit period cover an
entire accounting year?
Coverage Yes
Auditperiod 2019
  • 3.5.2. Disclose the amount and proportion reduced and reasons when there is a change of CPA firm that the audit service fee is lower than the year before the CPA change: None.

  • 3.5.3. Disclose the amount and proportion reduced and reasons when the audit service fee is fifteen percent less than last year: None.

CPA Service Fee Interval CPA Service Fee Interval
CPA Firm Name of CPAs Audit Period Remarks
Ernst & Young Taiwan Tzu-Ping Huang Hong-Kuang Lin 2019/1/1~6/30 CPA
Rotation
Ernst & Young Taiwan Tzu-Ping Huang Ming Hung Chen 2019/6/30~12/31 CPA
Rotation

Note: If there is a CPA or CPA firm change in this year, please specify their audit periods and remark the reasons for change.

Expressed in Thousands of NTD

Service Fee
Internal
Service Fee
Internal
Audit Service Fee Non-Audit Service Fee Total
1 Under 2,000 895 895
2 2,000(incl.)-4,000
3 4,000(incl.)-6,000
4 6,000(incl.)-8,000 6,360 6,360
5 8,000(incl.)-10,000
6 10,000 and over
  • 43 -

CPA Service Fee

CPA Service Fee CPA Service Fee CPA Service Fee
Expressed in Thousands of NTD
CPA Firm
CPAs
Audit
Service
Non-Audit Service Audit Period Remarks
System
Design3
Official
Registration

Human
Resources
Others2 Subtotal
Ernst &
Young
Taiwan
Tzu-PingHuang 6,360
- - - 895 895 2019 Other is
CSR report
Hong-KuangLin 2019/1/1~6/30
MingHungChen 2019/6/30~12/31

1If there is a CPA or CPA firm change in this year, please specify their audit periods, remark the reasons for change, and disclose the amount of audit and non-audit service fees and the content of non-audit services in order.

2List all non-audit service items; if the amount of “others” shares 25% of all non-audit service fee, specify them in the Remarks. 3The system design service fee refers the non-audit service fee for changing to IFRSs.

3.6. Replacement of CPA

3.6.1. Regarding the former CPA

Replacement Date
Replacement reasons and
explanations
Describe whether the Company
terminated or the CPA did not
accept the appointment
Other issues (except for
unqualified issues) in the audit
reports within the last two
years
Differences with the company
Other Revealed Matters
Jul. 26,2019 Jul. 26,2019 Jul. 26,2019
Due to the structural organizational adjustment of Ernst & Young Taiwan, the
company certification accountant of 2019Q3 was changed from Tzu-Ping
Huangand Hong-KuangLin to Tzu-PingHuangand MingHungChen
Partyinvolved CPA Client
Voluntarytermination of assignment V
Rejection of assignment
In the past two years, the company's CPAs have not issued opinions on the
audit report other than unqualified opinions.
None
None

3.6.2. Regarding the successor CPA

3.6.2. Regardingthe successor CPA
Name of accountingfirm Ernst & YoungTaiwan
Name of CPA Tzu-PingHuangand MingHungChen
Date of appointment Jul. 26,2019
Consultation results and opinions on accounting treatments or
principles with respect to specified transactions and the company's
financial reports that the CPA might issueprior to the engagement.
None
Succeeding CPA’s written opinion of disagreement toward the former
CPA

None

3.6.3. Past CPA’s replies to item 1 and item 2-3 of paragraph 5 of Article 10 of this code: N/A.

  • 3.7. The Company’s Chairman, Chief Executive Officer, Chief Financial Officer, and managers in charge of its finance and accounting operations did not hold any positions in the Company’s independent auditing firm or its affiliates during 2019.

  • 44 -

3.8. Share transfer and share mortgage of directors, supervisors, executives, and shareholders holding over 10% of shares in the last year and by the report publishing date:

3.8.1. Share transfer of directors, supervisors, executives, and major shareholders:

Unit: shares

Unit: shares Unit: shares
2019 Until April 14ofcurrent year
Increase Increase Increase Increase
Title Name
(reduction) of
shares held
(reduction) of
shares
mortgaged

(reduction) of
shares held
(reduction) of
shares
mortgaged
Chairman Joseph Wang -
-

-
-
Director Xin-chi Yeh - - - -
Director ArgosyResearch - - - -
Representative of
Director
Chao-Liang Wang - - - -
Director Wei-MingLiang - -
-
-
Director Tai-Yi Investment Co.,Ltd. - -
-
-
Representative of
Director
Wei-Chun Wang - - - -
Director Kuo-Shian Investment Co.,Ltd. - -
-
-
Representative of
Director
Kuo-Hong Wang - - - -
Director Min-Cheng Lin(Resigned on
January7,2020)
- (50,000) NA NA
Director Te-ChengChiu - - - -
Independent
Director
Chi-Lin Wei - - - -
Independent
Director
Shi-Kuan Chen(Resigned on
January10,2019)
- - NA NA
Independent
Director
Zheng-Yan Chang - - - -
Independent
Director
Ho-Min Chen - - - -
Vice President Wen-Sen Huang - -
-
-
Vice President Jun-Yu Chen -
-
- -
Vice President Zhen-Xing Chen(Resigned on
February28,2019)
- - NA NA
Director PingLi - - - -
Director Jia-Zhi Hsu -
-
- -
Director Li-Li Huang 5,000 - - -
Director Xiu-Sui Lin - - - -
Director Cheng-LingLi (4,671) - - -
Director Yun-Ru Huang - - - -
Director Chieh-Liang Chen(Resigned on
March 21,2019)
- - NA NA
Director Xin-Chun Wu - - - -
Ass. Director Kong-De Yang(Resigned on
December 11,2019)
- - NA NA
Director Jun-QiangWang - - - -
Ass. Director Hao-Min Hsu - - - -
Ass. Director Jin-Ze Zheng - - - -
Ass. Director Bing-Chen Song - - - -
  • 45 -
2019 2019 Until April 14ofcurrent year Until April 14ofcurrent year
Increase Increase Increase Increase
Title Name
(reduction) of
shares held
(reduction) of
shares
mortgaged

(reduction) of
shares held
(reduction) of
shares
mortgaged
Ass. Director Min-ZhengLin - - - -
Ass. Director Jia-QingLin - - - -
Ass. Director Ya-Hui Guo (2,000) - - -
Director Pei-Ling Huang (Resigned on May
31,2019)
- - NA NA
Ass. Director Kui-Zhen Feng - - - -
Ass. Director Pin-Jen Chen - - - -
Ass. Director Chien-MingHuang - - - -
Ass. Director Hsing-Hsiu Kuo - - - -
Director Jin-ZongHuang - - - -
Ass. Director Kuo-HungChen - - - -
Ass. Director Bing-Chen Fu - - - -
Director Yu-Shan Su - - 1,000 -
CFO Chi-Chou Chang - 64,000
-
-

1Shareholders holding over 10% of shares are considered as major shareholders (no shareholders of the Company holds over 10% of shares of the Company.)

2List the counterparty of share transfer or share mortgage in the table below.

3.8.2. Share Transfer Information

Name Reasons for
Transfer
Transaction
Date
Transaction
Counterparty
Relationship between the
transaction counterparty and
the Company, directors,
supervisors, and shareholders
holdingover 10% of shares
Shares Transaction
Price
N/A

3.8.3. Share Mortgage Information

Name1 Reasons for
Pledge2
Change
Date
Transaction
Counterparty
Relationship between the
transaction counterparty
and the Company, directors,
supervisors, and
shareholders holding over
10% ofshares

Shares
Shares
Held
(%)
Pledge
Rate
(%)
Pledge
(redemption
) amount
(NT$1,000)
Min-Zheng
Lin(Resigned
on January
7,2020)

Redemption
March 11,
2019
Taishin
International
Bank Co., Ltd.
No 50,000 0% 0% N.A.
Chi-Chou
Chang
Pledge August 12,
2019

CTBC Bank Co.,
Ltd.
No 64,000 0.10% 28.39% N.A.

1Fill in the name of directors, supervisors, and executives of the Company.

2Fill in pledge or redemption.

  • 46 -

3.9. Information of Top Ten Shareholders Who Are Interested Parties, Spouse, Relatives within Second Degree

Top Ten Shareholders Who Are Interested Parties

Name1 Shares held by own party Shares held by spouse
or minor children
Shares held by spouse
or minor children
Shares held under
the name of
others
Shares held under
the name of
others
The name and relationship of
top ten shareholders who are
interested parties, spouse,
relatives within second
degree3
The name and relationship of
top ten shareholders who are
interested parties, spouse,
relatives within second
degree3
Remarks
Shares % Shares % Shares % Name Relationship
Fubon Life Insurance Co.,
Ltd.
13,872,167 5.96% 0 0.00% 0 0.00% N/A N/A
Pen-Yuan Cheng
Representative of Fubon
Life Insurance Co.,Ltd.
0 0.00% 0 0.00% 0 0.00%
Aberdeen Standard OEIC
II- ASI Global Smaller
Companies Fund
7,745,000 3.33% 0 0.00% 0 0.00% N/A N/A
Deutsche Bank Deutsche
Bank Taipei Branch
entrusted with the Brei
Global Fund - Berri Asia
Japan Excluding Small
Companies EquityFunds
7,659,000 3.29% 0 0.00% 0 0.00% N/A N/A
Joseph Wang 7,508,062 3.23% 2,131,236 0.92% 0 0.00% Representative
of Tai-Yi
Investment
Co.,Ltd.
Father and
son
Swedbank Robur
Globalfond
5,107,000 2.19% 0 0.00% 0 00.0% N/A N/A
Columbia Acorn Trust -
Columbia Acorn
International
4,366,000 1.88% 0 0.00%
0
0.00% N/A N/A
Tai-Yi Investment Co.,
Ltd.
4,130,572 1.77% 0 0.00% 0 0.00% Joseph Wang Father and
son
Wei-Chun Wang
Representative of Tai-Yi
Investment Co.,Ltd.
1,159,158 0.50% 628,812 0.27% 0 0.00%
Liu,Bo-Wen 4,125,000 1.77% 0 0.00% 0 0.00% N/A N/A
JPMorgan Chase Bank
N.A., Taipei Branch in
custody for Vanguard
Total International Stock
Index Fund, a series of
Vanguard Star Funds
4,030,391 1.73% 0 0.00% 0 0.00% N/A N/A
Cathay Life Insurance
Company,Ltd.
3,965,000 1.70% 0 0.00% 0 0.00% N/A N/A

1List all top ten shareholders, a legal person shareholder shall list the name of the legal person shareholder and the name of the representative separately.

2Share-holding percentage is calculated by the percentage of shares held by own persons, spouse, minor children, and under other’s name.

3The relationship with the said shareholders, including corporations and natural persons, must be disclosed with reference to the Regulations Governing the Preparation of Financial Reports by Securities Issuers

  • 47 -

3.10. Consolidated Percentage of Shares Held of Re-Invested Enterprises by the Company, Directors, Supervisors, Executives, or Enterprises under Direct/Indirect Control of the Company

Company
December 31,2019
Re-Invested Enterprise1 Company Investment Investments by the Company,
Directors, Supervisors,
Executives, or Enterprises
under Direct/ Indirect Control
of the Company2
Consolidated
Investments
Shares % Shares % Shares %
SINBON International Enterprise Co., Ltd - 100.00%
-

-

-
100.00%
Hong Kong SINBON Electronics Co., Ltd. - 100.00%
-

-

-
100.00%
Kwan-Ze Co., Ltd. 23,560,000 100.00%
-

-
23,560,000 100.00%
Top Taiwan Venture Investment 2,240,000 20.00%
-

-

2,240,000
20.00%
Argosy Research 2,945,034 3.59%
14,624,200
17.81% 17,569,234 21.40%
Beijing SINBON Tongan Electronics Co., Ltd. - 100.00%
-

-

-
100%
SINBON USA L.L.C - 100.00%
-

-

-
100.00%
Radbon Avionics Inc. 3,300,000 55.00%
-

-

3,300,000
55.00%
SINBON Europe GmbH - 100.00%
-

-

-
100.00%
T-Conn Precision Co., Ltd. 15,577,522 61.18%
-

-
15,577,522 61.18%

1Investments by the equity method.

2Investments in Kwan-Ze.

3Items marked by “-”, “0”, N/A, or none; except for items with Remarks.

  • 48 -

4. Fundraising

4.1. Capital and Shares

4.1.1. Capitalization

Month/Year Issue
Price
Authorized
Shares/Capital
Authorized
Shares/Capital
Capital Stock Capital Stock Remarks
Shares
(1K)
Amount
(NT$1K)
Shares
(1K)
Amount
(NT$1K)
Sources of Capital
(NT$1K)
Non-cash
Capital
Increase
(NT$1K)
Others
(NB)
Dec. 1989 10 500 5,000 500 5,000 Establishment with cash at 5,000. None N/A
Jun. 1991 10 1,300 13,000 1,300 13,000 Cash capital increase at 6,000. Shareholder N/A
transactions
at 2,000.
Dec. 1994 10 2,900 29,000 2,900 29,000 Cash capital increase at 5,000. Liability N/A
11,000.
Sep. 1995 10 9,900 99,000 9,900 99,000 Cash capital increase at 70,000. None N/A
Dec.1997 10 19,800 198,000 19,800 198,000 Consolidated N/A
increase
99,000.
Sep. 1998 10 50,000 500,000 30,000 300,000 Cash capital increase at 64,560.
Amortization of premiums at 11,880.
Capital surplus transferred to capital at
23,760.
New share issue through capitalization of
employee bonus at 1,800.
1
None
Sep. 1999 10 50,000 500,000 40,000 400,000 Cash capital increase at 37,000.
Amortization of premiums at 30,000.
Capital surplus transferred to capital at
30,000.
New share issue through capitalization of
employee bonus at 3,000.
2
None
Jul. 2000 10 50,000 500,000 46,800 468,000 Amortization of premiums at 44,000.
Capital surplus transferred to capital at
16,000.
New share issue through capitalization of
employee bonus at 8,000.
3
None
Nov. 2000 10 50,000 500,000 50,000 500,000 Cash capital increase at 32,000. None 4
Jun. 2001 10 90,000 900,000 61,500 615,000 Amortization of premiums at 100,000.
New share issue through capitalization of
employee bonus at 15,000.
5
None
Mar. 2002 10 150,000 1,500,000 70,798 707,981 Conversion with convertible bonds at 92,981. None 6
Aug. 2002 10 150,000 1,500,000 88,213 882,132 Amortization of premiums at 141,596.
New share issue through capitalization of
employee bonus at 20,000.
Conversion with convertible bonds at 12,555.
7
None
Oct. 2002 10 150,000 1,500,000 89,849 898,489 Conversion with convertible bonds at 16,357. None 6
Oct. 2002 10 150,000 1,500,000 90,028 900,279 Conversion with convertible bonds at 1,790. None 8
Jan. 2003 10 150,000 1,500,000 90,455 904,554 Conversion with convertible bonds at 4,275. None 6
Mar. 2003 10 150,000 1,500,000 90,578 905,780 Conversion with convertible bonds at 1,226. None 6
Jun. 2003 10 190,000 1,900,000 100,336 1,003,358 Amortization of premiums at 17,516.
New share issue through capitalization of
employee bonus at 10,000.
Capital surplus transferred to capital at
70,062.
9
None
Aug. 2003 10 190,000 1,900,000 101,700 1,016,997 Conversion with convertible bonds at 13,638. None 6
Sep. 2003 10 190,000 1,900,000 101,797 1,017,971 Conversion with convertible bonds at 974. None 6
Jul. 2004 10 190,000 1,900,000 106,797 1,067,969 Amortization of premiums at 45,999.
New share issue through capitalization of
employee bonus at 4,000.
10
None
Aug. 2004 10 190,000 1,900,000 107,010 1,070,103 Conversion with convertible bonds at 2,134. None 6
Jul. 2005 10 240,000 2,400,000 131,970 1,319,695 Amortization of premiums at 230,016.
Capital surplus transferred to capital at
19,576.
11
None
Aug. 2005 10 240,000 2,400,000 146,281 1,462,811 Conversion with convertible bonds at
143,115.
6
None
Nov. 2005 10 240,000 2,400,000 150,139 1,501,392 Conversion with convertible bonds at 38,581. None 6
  • 49 -
Month/Year Issue
Price
Authorized
Shares/Capital
Authorized
Shares/Capital
Capital Stock Capital Stock Remarks Remarks
Shares
(1K)
Amount
(NT$1K)
Shares
(1K)
Amount
(NT$1K)
Sources of Capital
(NT$1K)
Non-cash
Capital
Increase
(NT$1K)
Others
(NB)
Jul. 2006 10 240,000 2,400,000 157,646 1,576,462 Capital surplus transferred to capital at
75,070.
12
None
Jun. 2007 10 450,000 4,500,000 176,563 1,765,636 Amortization of premiums at 157,646.
Capital surplus transferred to capital at
31,529.
13
None
Jun. 2008 10 450,000 4,500,000 185,291 1,852,919 Amortization ofpremiums at 87,282. None 14
Nov. 2010 10 450,000 4,500,000 185,796 1,857,962 Conversion with convertible bonds at 5,043. None 15
Apr. 2011 10 450,000 4,500,000 183,796 1,837,962 Capital reduction by mature stock
repurchases at 20,000, base date on 25 May
2011.
16
None
Aug. 2011 10 450,000 4,500,000 182,666 1,826,662 Capital reduction by mature stock
repurchases at 11,300, base date on 20
August 2011.
16
None
Nov. 2011 10 450,000 4,500,000 179,516 1,795,162 Capital reduction by mature stock
repurchases at 31,500, base date on 11
November 2011.
16
None
May. 2012 10 450,000 4,500,000 180,887 1,808,865 Conversion with convertible bonds at 13,704. None 17
Jul. 2012 10 450,000 4,500,000 180,928 1,809,282 Conversion with convertible bonds at 417. None 17
Nov. 2012 10 450,000 4,500,000 200,015 2,000,155 Conversion with convertible bonds at
190,873.
17
None
Apr. 2013 10 450,000 4,500,000 207,671 2,076,709 Conversion with convertible bonds at 76,554. None 17
May. 2015 10 450,000 4,500,000 207,956 2,079,563 Conversion with convertible bonds at 2,854. None 18
Aug. 2015 10 450,000 4,500,000 211,109 2,111,090 Conversion with convertible bonds at 31,528 None 18
Sep. 2015 10 450,000 4,500,000 215,262 2,152,625 Capital surplus transferred to capital at 41,534
None
19
Nov. 2015 10 450,000 4,500,000 215,830 2,158,298 Conversion with convertible bonds at 5,674 None 18
Mar. 2016 10 450,000 4,500,000 217,645 2,176,454 Conversion with convertible bonds at 18,155 None 18
May. 2016 10 450,000 4,500,000 217,934 2,179,342 Conversion with convertible bonds at 2,888 None 18
Aug. 2016 10 450,000 4,500,000 217,958 2,179,585 Conversion with convertible bonds at 243 None 18
Sep. 2016 10 450,000 4,500,000 224,495 2,244,949 Capital surplus transferred to capital at 65,364
None
20
Nov. 2016 10 450,000 4,500,000 224,607 2,246,068 Conversion with convertible bonds at 1,119 None 18
Mar. 2017 10 450,000 4,500,000 225,416 2,254,161 Conversion with convertible bonds at 8,093 None 18
Nov. 2018 10 450,000 4,500,000 225,727 2,257,273 Conversion with convertible bonds at 3,112 None 21
Mar. 2019 10 450,000 4,500,000 226,695 2,266,954 Conversion with convertible bonds at 9,681 None 21
Apr. 2019 10 450,000 4,500,000 229,075 2,290,745 Conversion with convertible bonds at 23,791 None 21
Jun. 2019 10 450,000 4,500,000 229,297 2,292,974 Conversion with convertible bonds at 2,229 None 21
Sep. 2019 10 450,000 4,500,000 232,524 2,325,237 Conversion with convertible bonds at 32,263 None 21
Dec. 2019 10 450,000 4,500,000 232,669 2,326,693 Conversion with convertible bonds at 1,456 None 21
Mar. 2020 10 450,000 4,500,000 232,777 2,327,774 Conversion with convertible bonds at 1,081 None 21

NB 1: Approved by Letter (87) FSC no.(1) 47522 issued by the Securities and Futures Commission, Ministry of Finance, on 6 June 1998.

NB 2: Approved by Letter (88) FSC no.(1) 56082 issued by the Securities and Futures Commission, Ministry of Finance, on 20 June 1999.

NB 3: Approved by Letter (89) FSC no.(1) 58816 issued by the Securities and Futures Commission, Ministry of Finance, on 7 July 2000.

NB 4: Approved by Letter (89) FSC no.(1) 81883 issued by the Securities and Futures Commission, Ministry of Finance, on 2 October 2000.

NB 5: Approved by Letter (90) FSC no.(1) 123711 issued by the Securities and Futures Commission, Ministry of Finance, on 7 May 2001.

NB 6: Approved by Letter (90) FSC no.(1) 166362 issued by the Securities and Futures Commission, Ministry of Finance, on 9 November 2001.

NB 7: Approved by Letter (91) FSC no.(1) 0910139537 issued by the Securities and Futures Commission, Ministry of Finance, on 16 July 2002.

NB 8: Approved by Letter (91) FSC no.(1) 0910133858 issued by the Securities and Futures Commission, Ministry of Finance, on 27 June 2002.

NB 9: Approved by Letter (92) FSC no.(1) 0920126156 issued by the Securities and Futures Commission, Ministry of Finance, on 13 June 2003.

  • NB 10: Approved by Letter (93) FSC no.(1) 0930121806 issued by the Securities and Futures Commission, Ministry of Finance, on 18 May 2004.

  • NB 11: Approved by Letter FSC no.(1) 0940119716 issued by the Financial Supervisory Commission, Executive Yuan, on 18 May 2005.

  • NB 12: Approved by Letter FSC no.(1) 0950130935 issued by the Financial Supervisory Commission, Executive Yuan, on 17 July 2006.

  • 50 -

  • NB 13: Approved by Letter FSC no.(1) 0960032589 issued by the Financial Supervisory Commission, Executive Yuan, on 28 June 2007.

  • NB 14: Approved by Letter FSC no. (1) 0970033372 issued by the Financial Supervisory Commission, Executive Yuan, on 4 July 2008.

  • NB 15: Approved by Letter FSC no. (1) 0990018240 issued by the Financial Supervisory Commission, Executive Yuan, on 4 May 2010.

  • NB 16: Cancelled with reference to Article 28-2 of the Securities and Exchange Act.

  • NB 17: Approved by Letter FSC no. 090018240 issued on 4 May 2010 and Letter FSC no. 1000060425 issued on 21 December 2011 by the Financial Supervisory Commission, Executive Yuan.

  • NB 18: Approved by Letter FSC no. 1030017865 issued by the Financial Supervisory Commission, on 26 May 2014.

  • NB 19: Approved by Letter FSC no. 104002851 issued by the Financial Supervisory Commission, on 28 July 2015.

  • NB 20: Approved by the Financial Supervisory Commission, on 18 July 2016.

NB 21: Approved by Letter FSC no. 1060014871 issued by the Financial Supervisory Commission, on 10 May 2017.

Unit: Shares

Unit: Shares
Share
Type
Authorized Shares/Capital Remarks
Externallycirculated shares1 Unissued Shares Total
Common
Share
Listed shares 232,777,468 217,222,532 450,000,000 30,000,000 shares were
reserved for subscription
warrant, preferred shares
with warrants, or exercise
of subscription right
conversion of equity
warrant bonds.

1Please specify stock status: listed or OCT-listed (remark stocks restricted from public offering or OTC trade).

4.1.2. Shareholder structure

14 April,2020 14 April,2020 14 April,2020
Shareholder Structure Amount Shares Held Percentage
Government Agencies 4 4,327,510 1.86 %
Financial Institutions 75 33,288,788 14.30 %
Other Corporations 192 13,937,689 5.99 %
Foreign Institutions and Individuals 273 107,230,448 46.06 %
Individuals 36,967 73,993,033 31.79 %
Others 0 0 0.00 %
Subtotal 37,511 232,777,468 100.00 %

4.1.3. Share distribution

4.1.3. Share distribution 4.1.3. Share distribution 4.1.3. Share distribution 4.1.3. Share distribution
14 April,2020
Shares Held Grading Number of Shareholders
Shares Held
Percentage
1 ~ 999
1,000 ~ 5,000
5,001 ~ 10,000
10,001 ~ 15,000
15,001 ~ 20,000
20,001 ~ 30,000
30,001 ~ 40,000
40,001 ~ 50,000
50,001 ~ 100,000
100,001 ~ 200,000
200,001 ~ 400,000
400,001 ~ 600,000
600,001 ~ 800,000
800,001 ~ 1,000,000
1,000,001 ~999,999,999
Above 1,000,000,000
















28,716
6,752
847
372
132
178
95
64
122
76
61
31
7
13
45
0
















989,487
11,937,033
6,080,565
4,441,285
2,314,502
4,384,897
3,323,817
2,864,633
8,535,244
10,420,567
17,430,115
15,592,251
4,945,737
11,400,721
128,116,614
0
















0.42 %
5.13 %
2.61 %
1.91 %
0.99 %
1.88 %
1.43 %
1.23 %
3.67 %
4.48 %
7.49 %
6.70 %
2.12 %
4.90 %
55.04 %
0.00 %
Total 37,511
232,777,468
100.00 %
  • 51 -

4.1.4. List of major shareholders

.1.4. List of major shareholders
Shares
Major Shareholder

Shares Held
Percentage
Fubon Life Insurance Co.,Ltd. 13,872,167
5.96%
Aberdeen Standard OEIC II- ASI Global Smaller Companies Fund 7,745,000
3.33%
Deutsche Bank Deutsche Bank Taipei Branch entrusted with the
Brei Global Fund - Berri Asia Japan Excluding Small Companies
EquityFunds
7,659,000
3.29%
Joseph Wang 7,508,062
3.23%
Swedbank Robur Globalfond 5,107,000
2.19%
Columbia Acorn Trust - Columbia Acorn International 4,366,000
1.88%
Tai-Yi Investment Co.,Ltd. 4,130,572
1.77%
Liu,Bo-Wen 4,125,000
1.77%
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Vanguard Total International Stock Index Fund, a series of
Vanguard Star Funds
4,030,391
1.73%
CathayLife Insurance Company,Ltd. 3,965,000
1.70%

4.1.5. Market price per share, net value per share, equity per share, dividends per share and relevant information in last two years

Item Year Year
2018
2019 By 31 Mar. 20208
Market price per
share1
Highest 92.40
138.50

140.00
Lowest 74.80
79.70

91.90
Average 82.73
112.23

125.80
Net value per
share2
Before distribution 28.99
31.31

34.24
After distribution 24.49 Undistributed
Undistributed
EPS Weighted average(shares) 225,685,000
230,104,000

232,730,000
EPS3 Adjusted 6.26
7.47

1.93
Unadjusted N/A
N/A

Undistributed
Dividends per
share
Cash dividends 4.50
5.30

Undistributed
Dividends for capital surplus -
-

Undistributed
Stock Grants -
-

-

Undistributed
-
-

-

Undistributed
Accumulative undistributed
dividends4
-
-

Undistributed
ROI Price/Earnings Ratio5 13.22
15.02

65.18
Price/Dividends Ratio6 18.38
21.18

Undistributed
Cash Dividends Yield7 5.44%
4.72%

Undistributed

*When distributing dividends with earnings or capital surplus transferred to capital, disclose the information of market price and cash dividends adjusted with reference to the number of shares distributed.

1List the highest and lowest market prices each year and calculate the average market price based on the transaction value and transaction volume each year.

2Fill in the distribution resolved at the shareholders’ meeting in the following year based on the number of shares issued by the end of year.

3Where back adjustment was made for stock grants, list the adjusted and unadjusted EPS.

4Where “undistributed dividends of the year can be accumulated for distribution until the year with profit” is specified for the issue of equity securities, disclose the accumulative undistributed dividends by the end of the year.

5Price/Earnings Ratio=Average Market Price/ Diluted Earnings per Share

6Price/Dividends Ratio = Average Market Price/Cash Dividends per Share

7Cash Dividends Yield = Cash Dividends per Share/Average Market Price

8Disclose the information by the last quarter of report publishing date audited (reviewed) by a CPA for the net value per share and EPS, and fill in the information of the year by the report publishing date for other columns.

  • 52 -

  • 4.1.6. Dividends policy and implementation

  • (1) Dividends policy:

    • The Company shall, when the general final accounting of the fiscal year shows a earning, after having paid all taxes and dues and made adjustments in accordance with the Financial Accounting Standards, first have its losses been covered. At the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. It shall set aside or reverse another sum as special reserve in accordance with the regulation. The remaining balance, if any, plus the accumulated retained earnings of prior years as accumulated distributable earnings, except for retaining part or all of the amount depending on business conditions, and resolved in the shareholders’ meeting for shareholders’ dividends.

For long-term capital planning, the Company currently is in growth stage, so shareholders’ cash dividends shall not be less than 10% of total dividends. In 2018 shareholder’s meeting, it will be modified to: The Company shall…The remaining balance, if any, plus the accumulated retained earnings of prior years as accumulated distributable earnings, except for retaining part or all of the amount depending on business conditions, at least 50% of the current year’s net income should be distributed.

(2) Implementation dividends distribution planned at the annual shareholders’ meeting 2019 is as follows:

Dividends Type Amount per
Share
Source Status
Cash dividends 4.50 Retained earnings 4.50 Distributed on 28 Aug.,2019
Stock dividends 0.00 N/A N/A
Total 4.50
  • 4.1.7. Effect of stock grants planned at current shareholders’ meeting on business performance and EPS

  • (1) Effect on business performance: None.

  • (2) Effect on EPS: None.

  • 4.1.8. Employee profit sharing and remunerations for directors and supervisors

  • (1) Percentage or range of employee profit sharing and remunerations for directors and supervisors specified in the articles of incorporation:

    • 1) 1% to 15% as employee bonus; and

    • 2) ot more than 3% as remuneration to directors and supervisors; Prior years’ operation losses shall be reserved first.

  • 53 -

Employees’ compensation including subsidiaries’ employees may be distributed through issuance of new shares of the Company or cash.

  • (2) Bases for estimating employee profit sharing and remunerations for directors and supervisors this period, calculating stock sharing, and accounting solution for differences between actually distributed amount and estimated amount: No difference and all paid by cash.

  • (3) Employee profit and remunerations for directors and supervisors

information passed by the board in this year:

Employeeprofits Employeeprofits Remunerations for
directors and supervisors
(NT$)
The percentage of stock
profit in total employee
profits and the percentage in
earningafter tax
Cash
(NT$)
Stock
(NT$)
30,000,000 0 17,350,000 -

There are no differences between plan and actual distribution.

  • (4) Distribution of employee profit and remunerations for directors and

supervisors in last year:

supervisors in lastyear: supervisors in lastyear:
Employeeprofits Remunerations for
directors and supervisors
(NT$)
The percentage of stock
profit in total employee
profits and the percentage in
earningafter tax
Cash
(NT$)
Stock
(NT$)
24,000,000 - 15,300,000 -

The above actual distributions are the same as the distribution planned by the board.

4.1.9. Repurchase of corporate shares

30 April, 2020

Repurchase of corporate shares 30 April,2020
Repurchase session N/A
Repurchase objective N/A
Repurchaseperiod N/A
Repurchaseprice range N/A
Types andquantityof repurchased shares N/A
Amount of repurchased shares N/A
Qualityof cancelled and transferred shares N/A
Accumulativequantityof own corporate shares N/A
Percentage of accumulative quantity of own corporate shares in totally issued
shares(%)
N/A
  • 54 -

4.2. Corporate bonds

4.2.1. Corporate bonds

rporate bonds
1. Corporate bonds
rporate bonds
1. Corporate bonds
Corporate Bond Type2 Domestic Unsecured Convertible Bonds VI5
Issue date June 8,2017
Face value NT$100,000
Place of issue and transaction3 N/A
Issue Price NT$100
Total amount NT$500,000,000
Interest rate 0%
Expiry 3years,until June 8,2020
Guarantee organization No.
Trustee Taishin Bank
Underwritingagency Taishin Securities
Certified lawyer Kang-De Lu
CPA Tzu-PingHuangand Hong-KuangLin
Reimbursement method Principal in one time on expiry
Outstandingamount NT$246,900,000
Redemption or advance reimbursement terms As specified in Articles 18-19 of the issue and
conversion regulations.
Restrictions4 N/A
Name of credit rating agency, rating date, and rating
results
None
Other
additional
rights
Amount of converted (conversion or
subscription) common stocks, GDRs, and
other marketable securities by the report
publishingdate

None
Issue and conversion (exchange)
regulations
None
Potential dilution of shares and effect on current
shareholder equity of the issue, conversion, exchange,
or subscription regulations,and issue conditions.
The 6th domestic unsecured convertible bonds
all converted into common stock and will stop
tradingin OTC since 2020/03/13.
Name of depositoryorganization of exchanged stocks N/A

1Corporate bonds are currently issued through public offering and private placement. Public offering means corporate bonds approved for issue by the FSC, while private placement means corporate bonds approved for issue by a board resolution. 2Adjust the number of columns according to the frequency of corporate bond issues. 3List out corporate bonds issued overseas. 4Such as restrictions on cash dividends distributions, external investments, and request of maintaining assets at a specific percentage. 5Highlight corporate bonds issued through private placement.

6Disclose the information of bonds by nature according to the format in the list. These bonds include convertible bonds, exchangeable bonds, self-registration bonds, and equity warrant bonds.

  • 55 -

  • 4.2.2. Convertible corporate bonds: Unissued convertible corporate bonds by the report publishing date:

Bond Type1 Fifth-time Domestic Unsecured Convertible Corporate
Bonds
Fifth-time Domestic Unsecured Convertible Corporate
Bonds
Item Year
2019
Until 31 Mar. 20204
Market price
of bonds2(NT$)
Highest 206.00 205.00
Lowest 117.00 187.00
Average 136.00 198.13
Conversionprice(NT$) 66.60 66.60
Issue date 8 June 2017
Conversion Price at issue
(NT$)
76.60
Conversion obligation3 New issued shares
  • 1Adjust the number of columns according to the frequency of corporate bond issues.

  • 2List all overseas transaction places, if any.

  • 3Delivered issued shares or new issued shares.

  • 4Disclose the information of the year by the report publishing date.

4.3. Issue of preferred shares: N/A

4.4. Issue of GDR: N/A

4.5. Issue of certificates of employee stock subscription: N/A

4.6. Issue of employee restricted shares: N/A

4.7. Acquisition (including mergers, buyouts, and spin-offs): N/A

4.8. Items to be disclosed in capital utilization plans: N/A

  • 56 -

5. Operation Overview

5.1. Business operations:

5.1.1. Scope of operations:

  1. CC01080 Electronic parts and components manufacturing.

  2. F119010 Wholesale of electronic materials.

  3. CC01110 Computers and computing peripheral equipment manufacturing.

  4. F113050 Wholesale of computing and business machinery equipment.

  5. CC01030 Electric appliance and audiovisual electric products manufacturing.

  6. F113020 Wholesale of household appliances.

  7. CC01101 Restrained telecom radio frequency equipment and materials manufacturing.

  8. F401021 Restrained telecom radio frequency equipment and materials import.

  9. CC01060 Wired communication equipment and apparatus manufacturing.

  10. CC01070 Wireless communication equipment and apparatus manufacturing.

  11. F113070 Wholesale of telecom instruments.

  12. CC01090 Batteries manufacturing.

  13. F113110 Wholesale of batteries.

  14. I501010 Product designing.

  15. CF01011 Medical materials and equipment manufacturing.

  16. F108031 Wholesale of drugs, medical goods.

  17. CE01021 Metrological instruments manufacturing

  18. F113060 Wholesale of metrological instruments.

  19. IG03010 Energy Technical services

  20. F401010 International Trade

  21. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

5.1.2. Industry overview

Our Company specializes in the processing and manufacturing of cable assemblies as well as the distribution of connectors in Taiwan. Apart from the provision of integration, design and manufacturing services for electronic components, we are also the largest distributor in Asia for Hirose connector products. Hirose is one of the top 10 connector manufacturers in the world. Our products have a wide range of applications ranging from Medical Health, Automotive, Green Energy, Industrial Application and Communication, or "MAGIC" for short.

  • a. Current state and developments of the industry:

  • According to data from the Industry, Science and Technology International Strategy Center (ISTI), there are growing opportunities for global connector market in applications such as smartphones, automobiles and video game console…etc. In the future, the connector applications will be driven by the increasing needs of automotive electronics and high-speed communication. Many business opportunities for high-frequency transmission connectors would arise.

  • 57 -

If we actively deploy high-frequency transmission materials and process technologies required for mid-to-high-end related connectors in the future, we will be able to grasp the next stage of IoT market, including advanced driver assistance systems for vehicles and the rise of derivative image sensor module integration connector products demand, etc.

The future trend of AIoT technology combined with the surge of 5G will introduce more connector development opportunities at the application level. As of mid-December 2019, products supporting 5G network include mobile phone connectors, drones, robots, switches, USB terminals, etc. In the future, 5G devices will become more popular, functional, and affordable, and the potential market for connectors will become increasingly popular and diverse.

By the end of 2020, Qualcomm expects that the 5G industry will be different to a certain extent compared to the current level. More telecommunications companies will accelerate the deployment of 5G services. As a result, augmented reality (AR) / virtual reality (VR), self-driving cars, and telemedicine will also go hand in hand with mobile networks.

b. Supply chain relationship:

SINBON not only a connector distributor, but also provide cable assembly and PCBA design and processing services. We provide vertical integration service to our customers and able to supply bare cooper wires, plastics, electroplating materials, etc. Our company manufactures, sells, and distributes electronic component products with a wide range of applications. They can be separated into five major industries with the abbreviation of MAGIC.

Connector Supply Chain

==> picture [361 x 114] intentionally omitted <==

  • c. Product development trends:

The electronic parts and components produced, sold and distributed by our Company are divided into the five main industries listed below and is known as MAGIC for short:

(1) Medical Health

Global Patient Monitoring Devices Market Overview

A patient monitoring device is a device that monitors the physiological parameters of patients and assists physicians in examining changes in status, and emergency alerts. Terminal applications include cardia monitoring,

  • 58 -

neurological monitoring, hemodynamic monitoring, fetal and neonatal monitoring, and more. According to a report published by Global Market Insight in 2019, the global market size for patient monitoring devices was approximately USD 19.5 billion in 2018. It is expected that the CAGR from 2019 to 2025 will be 5.1% with market size of over USD 27 billion by 2025.

==> picture [294 x 195] intentionally omitted <==

According to research by Allied Market Research, the trend of the aging population coupled with tense urban life has increased the number of chronic diseases and cancer patients, promoting the demand for patient monitoring devices. The development of new technology has helped patient monitoring to be real-time and more accurate. For example, remote care devices can provide real-time pathological data to physicians in another location. Combined with medical risk prediction models created by big data analysis, the device can lead to a more accurate diagnosis.

Global Smart Healthcare Market Overview

According to Meticulous Research’s forecast, the global IoT medical industry market size will be USD 66.94 billion in 2019 and will grow to USD 322.17 billion in 2025, with CAGR of 29.9% from 2019 to 2025. In terms of product categories, 34.7% is medical equipment, 26.1% is systems and software, 17.9% is network communication technology, and 21.2% is other services. By 2025, the proportion of “system and software” will see the most growth as the application of information communication technology (ICT) in medical products will increase.

==> picture [186 x 137] intentionally omitted <==

  • 59 -

Based on the definition of the World Health Organization (WHO), the application of ICT in the field of medical healthcare is broadly referred to as “smart healthcare,” which covers medical care, disease management, and public health monitoring. Smart healthcare will assist traditional healthcare to become more customized and precise. Therefore, traditional healthcare device manufacturers such as Medtronic, Abbott, and GE will invest in the development of IoT integrated medical devices. On the other hand, IT companies such as Google and Amazon will also take advantage of software engineering to gain market share in the medical devices market in the future.

(2) Automotive & Aviation

Global Electric Vehicle Market

The global automobile market declined slightly in 2019, with total sales remaining at 90 million units, however, electric vehicles continued to see growth in less favorable market trends. With increasing awareness of energy conservation and carbon reduction as well as supportive government policies in many countries, electric vehicles sold over 5 million units in 2019, reaching 6% of total sales. The proportion is expected to surpass 10% in 2021. Among these, hybrid electric vehicles (HEV) continued to provide a solid sales base in 2019 as they have the characteristics that do not require users to change current driving habits. HEVs account for about 54.2% of the total sales of electric vehicles and battery electric vehicles (BEV) account for about 33.3%.

==> picture [212 x 153] intentionally omitted <==

The top three global electric vehicle sales in 2019 are China (29.0%), Japan (28.4%), and the United States (16.1%). Countries with the largest sales growth are Germany (54.4%), Sweden (53.3%), and Israel (53.2%). These three countries have announced that they will completely ban fuel vehicles in 2030. Major automobile component manufacturers can take advantage of their respective supply chain resources and find suitable entry points to the electric vehicle market.

Supported by the sales of HEVs, Toyota Group remained on top based on sales volume. The top three sales groups are Toyota (29.0%), Nissan (28.4%), and Honda (16.1%). Despite being at the top, Toyota’s market share has been taken away by latecomers in a market with fierce competition. Among the latecomers, the companies with the largest market share growth are Kia (37.2%), BYD (36.2%), and Tesla (33.2%).

  • 60 -

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==> picture [186 x 120] intentionally omitted <==

Civil Aircraft Market in Taiwan and Worldwide

PwC research states that the average growth rate of the global economy from 2009 to 2019 is about 2.2%, and the global aerospace manufacturing market output value has a steady growth rate of 4% per year. Rank in order, countries that are most attractive to the aerospace industry are the United States, Canada, Singapore, Switzerland, the United Kingdom, the Netherlands, Australia, Germany, Hong Kong, and Japan. In recent years, the average growth rate of the aerospace industry in Taiwan has been about 8%. Coupled with policy encouragement, the future development of the aerospace industry is booming.

==> picture [256 x 136] intentionally omitted <==

However, the aerospace industry also has intense competition globally. Emerging manufacturers from Mexico, Turkey, Malaysia, and other countries have competitive advantages in low labor costs and government incentives. At the same time, advanced countries continue to improve productivity and efficiency through technological innovations, and request suppliers to reduce costs. These are all the challenges that other country’s aerospace industry will encounter in 2020.

Boeing estimates the demand for new aircraft in the next two decades will be valued at USD 6 trillion; of which, the demand for single-aisle aircraft continues to dominate, accounting for 75% of the total new aircraft demand. The demand for wide-body aircraft will see much rapid growth and the number is expected to be tripled. Benefited from the rise of emerging markets and global e-commerce markets, the cargo aircraft segment is expected to grow by 4.2% in the next 10 years.

It is worth noting that in order to move towards the goal of pollution reduction in the aerospace industry, many companies have been actively investing in the research and development of hybrid-electric aircraft. Airbus, Siemens, and

  • 61 -

Rolls-Royce have jointly developed hybrid-electric aircraft called “E-Fan X,” which is expected to be commercialized in 2025. Seattle-based startup Zunum Aero has obtained investment from Boeing and Jet Blue to develop small hybrid-electric passenger aircraft for regional routes, realizing the development trend for electric-powered short-range fleets. However, the current capacity and capability of hybrid-electric aircraft are far lower than that of traditional aircraft. It is estimated that the hybrid technology may be practically applied to commercial aircraft by 2030.

(3) Green Energy

Global Renewable Energy Market Overview

==> picture [234 x 149] intentionally omitted <==

In June 2019, REN21 published the “Renewables 2019 Global Status Report.” Looking back on renewable energy development in 2018, the total global investment in renewable energy and fuels was USD 288.9 billion, a decrease of 11% compared with the previous year. With the steady increase in power generation from renewable energy, the decrease in investment reflects, to a certain extent, a reduction in costs of renewable energy as more power can be generated with less investment. Renewable energy accounts for 26.2% of global electricity production, of which hydropower is 15.8%, wind power is 5.5%, solar power is 2.4%, and biomass energy is 2.2%, showing that renewable energy has become the mainstream power source.

Wind Power Market Overview

In 2018, China and the United States were still the two largest markets for onshore wind power, with newly installed capacities of 21.2 GW and 7.6 GW, respectively. Europe ‘s newly installed capacity was only 9GW, 32% less than in 2017. The onshore wind market in Africa, the Middle East, Latin America, and Southeast Asia has grown rapidly, with a total capacity of 4.8 GW installed in 2018.

The offshore wind power market will expand globally in the next five years, especially in Asia. It is predicted that China will significantly increase its installed capacity in 2021-2022. If there is no significant economic growth in Southeast Asia, wind power development will remain at an intermediate level. North America currently accounts for about 8% of the global capacity and will

  • 62 -

increase to 22% by 2023. The European offshore wind market is mature and will maintain market share steadily in the future. GWEC predicts that over 300 GW capacity will be added in the next five years, which means onshore and offshore wind power will increase over 55 GW capacity each year by 2023.

==> picture [214 x 155] intentionally omitted <==

Solar Photovoltaic Market

In 2018, the newly added capacity of solar photovoltaic devices reached 102.4 GW. Although the growth rate is only 4% from 2017, it is the first time for annual capacity added to exceed 100 GW. China is still the world’s largest solar photovoltaic market, with a newly installed capacity of 44.4 GW in 2018. The United States, the second-largest market, only added 10.6 GW, less than 1/4 of China’s.

Global demand for solar photovoltaic will continue to increase, growing by 12% in 2020 and 6% in 2023. Based on conservative estimation, the global solar photovoltaic installed capacity will exceed 1 TW in 2022.

==> picture [231 x 181] intentionally omitted <==

Supported government policies, India will become the second-largest market in the world in five years. It is estimated that it will add 90 GW of capacity between 2019 and 2023. The United States has extended tax reduction for solar energy investments in 2015. This has led to the installation of solar power devices on residential and commercial buildings as well as increase the

  • 63 -

commercial purchase of renewable energy, which has increased power generation by 70 GW. On the other hand, Turkey is considered a country that is not suitable for solar power development due to climate change, economic crisis, and weakened political support.

(4) Industrial Application

Global Semiconductor Equipment Market

The global semiconductor equipment market has seen substantial growth from 2017 to 2018. Although the growth rate in 2019 is less than the previous two years, the demand is driven by 5G and high-performance computing (HPC). Foundries have adopted 7nm and more advanced process, the semiconductor market is showing signs of recovery. It is estimated that the level of spending in 2019 is similar to that in 2017.

Looking ahead to 2020, with the expansion of smartphones, data centers, and cloud services, as well as increasing demand for various 5G networking such as automotive IC chips and various fields, the development of AI, deep learning, and VR products is growing. In 2020, NAND flash memory and DRAM will see more robust growth. However, international trade conflicts may limit the growth rate for the semiconductor market.

==> picture [262 x 228] intentionally omitted <==

Global Industrial Robot Market

Global enterprises have been supporting and advocating smart factories. Currently, most of the factory automation production lines run on “man-machine division,” that is, labors and machines focus on separate duties and do not communicate with each other. For example, robotic arms and light-off factories both aim for 100% automation. However, an experiment conducted by the Massachusetts Institute of Technology (MIT) research team showed that the ” Human-robot collaboration (HRC)” team is more efficient

  • 64 -

than robots in pure AI applications or a human-only team. HRC can even reduce staff idle time by 85%, which greatly reduces the cost for enterprises.

HRC refers to the process of continuously improving the workflow through the exchange of experience and work between humans and robots. The collaboration is formed as the robot can perform operations according to the information and processes set up by humans, and humans can make an adjustment based on the output.

Nowadays, the manufacturing industry emphasizes the Cyber-Physical System (CPS). Under the HRC model, manufacturers will no longer deploy robotic arms automation only based on measures, combinations, and controls set by humans, they must start from human-robot collaboration. The robot industry market size is expected to reach USD 27 billion by 2025. It is worth mentioning that the global market size of collaborative robots is expected to increase significantly, reaching USD 3.828 billion in 2025, which is 7 times the size of 2018.

(5) Communication

Global Smartphones Market

The smartphone industry has become mature. Global smartphone sales in 2019 declined slightly compared to 2018. It is expected that by 2020, 5G services will be available in various countries, 5G coverage and related hardware services will gradually improve, which will increase the willingness of consumers to switch smartphones. Many new 5G smartphone models are also expected to be available in 2020, including the first Apple iPhone that supports 5G. The start of the 5G era is expected to provide growth momentum for smartphone sales.

==> picture [213 x 168] intentionally omitted <==

Global Electric Bicycle Market

The mainstream development trends of the global bicycle industry are lightweight, motorization, AI and IoT, sharing, and servitization. Among these trends, major bicycle manufacturers currently focus on the development of motorization and IoT. It can be seen from global sales that the market penetration rate of electric bicycles is expected to increase on an annual basis.

  • 65 -

The market size of the global electric bicycle market is expected to reach USD 23 billion by 2025 from approximately USD 16 billion in 2017, reflecting a CAGR of approximately 4.9% with an optimistic outlook.

==> picture [199 x 164] intentionally omitted <==

Global Smart Wearables Market

Broad definitions of smart wearable products include smartwatches, smart bracelets, smart clothes, head-mounted devices, ear-mounted devices, etc. With the smartphone manufacturers putting mobile phone functions such as LINE and email to smartwatches and smart bracelets, it has attracted more and more manufacturers to enter the smart wearables market. For example, Facebook entering the head-mounted device market, textile industry working with tech firms to develop smart clothes. Even luxury brands have launched smartwatches to hold market share to the wrist wear market, further expanding the smart wearables market.

The global smart wearable market will sell about 220 million units in 2019, and it is expected to grow to 300 million units by 2023, a CAGR of about 7.9% with promising upside potential.

==> picture [215 x 179] intentionally omitted <==

d. Competition among main products

Our Company’s main products are connectors and cable assemblies used in electronic peripheral parts, opto-electronic parts, wireless communications parts, energy products, automotive industry and medical electronic parts. Listed or OTC

  • 66 -

companies that have a business portfolio similar to our Company include Foxlink, JPC, and BizLink. Our competitors' product portfolios are listed below:

Company
Name
Main Products
Foxlink (2392) Manufacture, sale and support of connectors, cables,
batteries and power supply products for the
information, communication, automation equipment,
precision
machinery
and
consumer electronics
industries.
JPC (6197) Manufacture, sale and support of connectors, cable
assemblies and antennae
BizLink (3665) The R&D, production and sale of parts, cable
assemblies, connectors, wiring and opto-electronic
component products for the computer, automotive,
medical health, communication and solar power
equipment industries.

Source: Fubon Securities.

5.1.3. Technology & R&D:

Year Results of R&D
2009~2010 1. Deeply created more related products and engineering
capacities in data capture field including Single & four slot
Ethernet Cradle、Vehicle cradle、and Vehicle charger,
which is used in industrial terminal devices.
2009~2010 2. For the development and application of GPS module &
Zigbee module, using the development of embedded
system, from hardware platform design, OS porting to
implement software application, and had developed the
technology of embedded system for commercial PDA and
industrial terminal engineering prototype products.
2011~2012 Successfully developed HDMI, DDR3, DDR4, and USB
connectors and deepened photovoltaic (PV) product
development, and our junction box, PV connector, and PV
cable have passed TÜV and UL certification.
2013~2014 SINBON won a gold prize from iF Design Award 2013 for our
latest Brezze® Nebulizer, a portable drug nebulizer developed
by DigiO2 International Co., Ltd. (our re-invested enterprise)
in collabouration with the NTUH Telehealth Center under the
Telecare Service Project.
2015~2016 1. Tablet PC for Shun Feng logistics development to DVT stage.
2. Solar monitoring system developed to DVT stage.
3. Finished development EV charger、charging gun and AC
charging pile.
2017~ 2018 1. Wisdom medicine cabinet control lines and adjustable
window light control lines.
2. Robotic arm control lines, electronic fireplace, and smart
grid assembly.
  • 67 -

Year Results of R&D 2018~Now 1. AIOT (Artificial Intelligence of Things) 2. Smart Heat pump water heater, display system of parking.

In 2019, we invested a total of NT$632,828 thousand for R&D, with 8.6% higher than previous year. In the future, SINBON actively develop electronic parts and components for the Internet of Thing (IoT), robots, and smart home applications. We will spend at least NT$300 million each year or over 3% of revenue on R&D in the future.

  • 5.1.4. Long and short-term business development plan:

  • Short-term business development plan:

    • (1) Short-term business direction:

      • A. R&D, integration and manufacture of various electronic parts: These include the manufacture of various cable assemblies, PCBA, LED backlight modules, wireless communication parts and integrated electronics parts. We have also successfully entered the automotive electronic parts, electronic medical device parts, green energy and industrial control instrumentation fields in recent years.

      • B. Distribution of electronic parts: These include distributing connectors from HRS of Japan, GPS modules, wireless antenna modules, and driver IC as well as the distribution and trading of other strategic electronic parts.

      • C. Expand electronic parts business through strategic alliances and acquisitions.

      • D. Our Company hopes to provide customers with a one-stop shop for total solutions. In addition to aggressive development of new products and providing total solutions, we are also consolidating the resources of the group's investments through organizational reform and IT system integration in order to maximum their returns.

    • (2) Important production and sales policies:

      • A. Strategic alliances, mergers and acquisitions: Use strategic alliances, mergers or acquisitions to adapt to a fast changing industry and achieve rapid expansion.

      • B. Continued performance improvements: Establish a functioning group performance evaluation department that will provide direct oversight over the operating performance of each business unit.

      • C. Development of niche products: Our Company’s production and sales have always attached high importance to the development of high-margin niche products. We have so far successfully developed electronic parts for automotive O2 sensors, aviation/ maritime/ automotive navigation systems, high-precision wireless communications U.FL wiring, electronic fetal movement counter, telecare platform, portable physiological signal device; high-end cable assemblies for X-ray machines, MRI machines, bone density testing machines, wind turbines, petrol pumps and CNC machines. We are also actively developing electronic parts for industrial control, industrial computers, electronic medical devices, solar power and wind power.

  • 68 -

    • D. Cultivation of iMAGIC industries: To keep up with industry trends, we are not only developing cabling and PCBA products for the Medical, Auto, Green, Industrial and Communication industries but also incorporating requirements from Internet-of-Things (IoT) to develop electronic parts for automated warehouse storage systems, robotics and smart grid systems. Our aim is to become a specialist supplier of electronic parts.
  • Long-term business development plan:

  • (1) Expand the strategic matrix (new customers for old products, new products for old customers, new products and new customers) to continue the pursuit of high growth.

  • (2) Establish Strategy & Marketing as a dedicated unit under the Group's general administration division that will actively track market developments and future trends in order to identify the company's next-generation product.

  • (3) Strategic alliance, mergers and acquisitions: SINBON has been searching for strategic alliances or partners through various channels in recent years.

5.2. Market, Production and Sales:

  • 5.2.1. Market analysis:
.1. Market analysis: .1. Market analysis: .1. Market analysis: .1. Market analysis: .1. Market analysis: .1. Market analysis: .1. Market analysis: .1. Market analysis:
Sales Region FY 2018 FY 2019
Amount % Amount %
Domestic Sales 780,945
4.99

1,028,200

5.75
Export Sales U.S. 2,414,415
15.43

3,344,293

18.70
Europe 1,197,833
7.66

1,199,264

6.70
China 9,269,754
59.25

10,105,185

56.50
Other 1,982,306
12.67

2,209,228

12.35
Total 15,645,253
100.00

17,886,170

100.00
.2. Key product applications andproductionprocess:
Key Products Key applications or functions Production
process
Electronic peripheral
parts
Cables: PCMIA signal cable, computers & peripherals I/O
cable, USB link cable, flat cable, barcode scanner
I/O interface module, LCD flex board, LCD
ultra-thin co-axial signal cable.
Connectors: Various types of connectors used in network
communications, computer peripherals and
consumer electronic products.
System products: Sweep receiver, USB pen drive, R&D and
manufacture of service and consumer
electronicproducts.







1. Cable trimming
and stripping
2. Crimping
3. Assembly,
stamping
4. Inspection
5. Packaging
Energy products Manufacture and sale ofpower rectifier.
Wireless
communications
Mobile phone link cable, mobile phone connector, wireless
antenna,RFID.

5.2.2. Key product applications and production process:

  • 69 -
Key Products Key applications or functions Production
process
Fiber communications
parts
Fiber optic connectors, LED, LCM, and high-frequency co-axial
cable.
Other Parts of automotive, medical health and industrial products. 1. SMT
2. Assembly
3. Inspection
4. Packaging

5.2.3. Supply of key raw materials:

Material Name
Supplier
SupplyStatus
Connector Hirose,NDK Good,stable
Cable HWATEK、Staubli、Jiangzhou Copper Good,stable
  • 5.2.4. Names of customers that accounted for over 10% of total purchases or sales in any year within the last two years, their proportion of purchases and sales, and explanation for any changes:

  • Customers: There are no customers that accounted for over 10% of total sales

    • in any year within the last two years

2. Suppliers:

2. Suppliers: 2. Suppliers: 2. Suppliers:
Expressed in Thousands of NTD
FY 2018 FY 2019 FY 2020 Q1
Item Name Amount Proportion of
Net Purchases
for the Year (%)
Relationship
to Publisher
Name Amount Proportion of
Net Purchases
for the Year (%)
Relationship
to Publisher

Name
Amount Proportion of
Net Purchases
as of Preceding
Quarter this
Year

Relationship
to Publisher
1 Supplier A 1,321,315
12.63

None
Supplier A 1,413,105
11.91

None
Supplier A
336,579

12.06

None
2 Supplier B 1,179,175
11.27

None
Supplier B 1,090,542
9.19

None
Supplier B 247,749
8.88

None
3 Others 7,962,857
76.10

-
Other 9,358,372
78.90

-
Other 2,206,311
79.06

-
Net
Purchases
10,463,347
100.00

-
Net
Purchases
11,862,019
100.00

-
Net
Purchases
2,790,639
100.00

-

Reason for Change: Amount of purchases increased from Supplier A was due to increase in sales.

  • 70 -

5.2.5. Production output and value in the last two years:

Unit: 1000 pcs; Expressed in Thousands of NTD

Year
By major
product (or by
department)
Production
Quality
2018 2018 2019 2019
Production
Capacity
Production
Output
Production
Value
Production
Capacity
Production
Output
Production
Value
Cable
Assembly
- 125,475
9,616,698

-
216,400 14,203,308
Connector -
149,817

700,840

-

112,504

642,832
Other - - - - - -
Total - 275,292
10,317,538

-
328,904
14,846,140

Note 1: Production capacity refers to the quantity that can be produced using existing production operation under normal conditions after factoring in essential stoppages and days off.

Note 2: If production lines for different products are inter-changeable then production capacity can be consolidated and noted accordingly.

Note 3: Our Company is a distributor for connector products and they are manufactured in-house.

5.2.6. Production and sales in the last two years:

Unit: 1,000 pcs; Expressed in Thousands of NTD

Unit: 1,000pcs;Expressed in Thousands of NTD Unit: 1,000pcs;Expressed in Thousands of NTD Unit: 1,000pcs;Expressed in Thousands of NTD Unit: 1,000pcs;Expressed in Thousands of NTD
Year
By major
product (or by
department)
Production
Quality
2018 2019
Domestic Sales Export Sales Domestic Sales Export Sales
Quantity Value Quantity Value Quantity Value Quantity Value
Cable 5,346
566,614

101,755
10,784,793
5,595

751,360

91,739
12,319,017
Connector 65,697
205,567

1,250,466

3,912,713

87,917

263,246

1,441,457

4,316,087
Others 406
8,764

7,732

166,802

532

13,593

8,723

222,867
Total 71,449
780,945

1,359,953
14,864,308
94,044

1,028,199

1,541,919
16,857,971

5.3. The number of employees as well as their average seniority, average age and education distribution in the past two years and as of the date of publication:

Year 2018 2019 As of
March 31, 2020
No. of
Employees
Direct employee 3,468
3,745

4,081
Indirect employee 1,645
1,796

1,809
Total 5,113
5,541

5,890
Average Age 30.12
30.84

31.33
Average Seniority 3.52
3.16

3.25
Distribution of
Academic Background
Post-Graduate 0.02%
0.02%

0.02%
Graduate 1.86%
2.10%

1.94%
College/University 24.88%
27.34%

26.54%
High School 32.62%
31.38%

29.00%
Below High School 40.62%
39.14%

42.50%
Total 100.00%
100.00%

100.00%
  • 71 -

5.4. Environmental expenditure:

  • (1) The total amount of losses or punitive damages due to environmental pollution in the most recent year and as of this annual report’s date of publication: NTD$ 66,000.

  • (2) Future response strategies and potential costs:

  • The reason for punitive damages last year: Waste generated by our new factory exceeded the upper limit that can combine with the original factory to report to the government and the Company didn’t report in time. The declaration was completed immediately and the internal management regulations were revised to avoid the recurrence of similar situations.

  • Our Company does not produce wastewater or air pollution during production.

  • The cooling water used in chillers used by the factory during production is recycled. The cooling water is channelled to dedicated water towers and cooled before being recycled again.

  • Waste generated by our Company includes waste paper or stationery products from office workers as well as small amounts of wire ends from trimming processes on the production line. Our Company enforces waste recycling and sorting. General trash is disposed of by the Miaoli City Government while industrial waste is disposed of by licensed contractors in accordance with the law.

  • Most raw materials are pre-processed by contractors before being shipped to our Company for assembly into the final product. The amount of industrial waste produced is therefore extremely limited and does not cause environmental pollution.

5.5. Labour relations:

  • (1) The benefits, in-service education, training and retirement scheme for our employees as well as their actual implementation:

  • All employees are enrolled in Labour Insurance and National Health Insurance: All employees are enrolled by the company in Labour Insurance and National Health Insurance by the company from the day they start to protect their rights.

  • Group insurance:

    • Employees are enrolled in group insurance in accordance with our Company's insurance regulations. This encompasses life insurance, accident insurance, hospital cover and cancer insurance. The amount of insurance coverage varies according to position and nature of work. The insurance costs are fully funded by the company and employees incur no costs.

    • In 2019, employees’ family members are enrolled in group insurance including injury medical and hospital cover insurance. Employees can apply for their spouse and children. The insurance costs are fully paid by the company.

  • 72 -

  • Regular employee health exams:

  • Employees are important assets to the company and their health has a direct impact on productivity and family life. All personnel above the grade of manager at our Company can therefore undergo one health exam each year. For other employees, health exams are organized in accordance with the labour safety and health regulations.

  • Employee training:

  • To meet the Group targets for strategic development and equip employees with the skills they need for work, our Company offers a variety of learning methods and channels including: in-house training, domestic/foreign training, overseas study and book clubs.

  • Employee dividends:

Employees share in the profits from company growth to cultivate a high level of employee rapport and team spirit.

  1. Employee Welfare Committee:

  2. A. Cash gifts and subsidies for weddings, funerals and celebrations.

  3. B. Regular employee holidays.

  4. C. Organization of various club activities to promote labour communications and harmony.

  5. D. Gifts of cash or goods for holidays, celebrations and birthdays.

  6. E. Discount programs with many merchants to provide employees with discounts and promotions.

  7. F. Hospitalization, treatment and disaster assistance.

  8. G. Employee in-service education scholarships.

  9. H. Hosting of professional workshops at different times.

  10. Employee retirement scheme:

The Company and its domestic subsidiaries adopt a defined contribution plan in accordance with the Labour Pension Act of the R.O.C. Under the Labour Pension Act, the Company and its domestic subsidiaries will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. Pension expenses under the defined contribution plan for the years ended 31 December 2019 and 2018 were NT$21,968 thousand and NT$20,605 thousand, respectively.

The Ministry of Labour is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labour Retirement Fund. The pension fund is invested in-house or under discretionary accounts, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labour establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan

  • 73 -

assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19.The Group expects to contribute NT$4,560 thousand to its defined benefit plan during the 12 months beginning after 31 December 2019.

  1. Free parking:

Parking is difficult for the Taipei office. The company has paid for the rental of parking spaces for the free use of designated employees.

  1. Some leave regulations that better than the Labour Standards Act:

    • A. Employee maternity/paternity leave: the company offers 61 days off for maternity leave where the legal requirement is 56 days.

    • B. "Caregiver leave for seriously ill/injured parents or spouse" added that is superior to the Labour Standards. This leave is not required by law but to take care of employees, our Company allows employees to take up to 10 days off in both the first and second half of the year in the first year for "Caregiver leaver for seriously ill/injured parents or spouse". This gives them the time they need to make arrangements or look after their parents or their spouse in the event of a serious illness or injury.

    • C. Paid leaves: there are extra 7-day paid leaves for employees.

  2. (2) Losses due to labour disputes in the past year and as of the date of this annual report’s publication: None.

5.6. Important contracts:

Type of Contract Party StartingDate Summary Restrictions
Supplier Contract G 2018.1.1~
2020.12.31
To be customer G’s medical & green energy
products supplier.
None
Confidentiality
Agreement
N 2017.3.13~
2020.3.13
Our Company is an OEM contractor for Company N,
a large foreign medical company. A confidentiality
agreement was signed to protect Company N's R&D
info and ourproduction know-how.


None
Supplier Contract P 2017.08.22~
Contract end
date
Co-developing moulds with company P, signed the
contract to ensure that our intellectual property
rights and the right to use.
None
Agency
Agreement
C 2015.7.15 ~ To be an agent for selling products of company C. None
MOU E 2016.11.18~ We help company E to create more production and
E shallpromisepurchasequantity.
None
Supplier Contract A 2018.1.25 Supplycontract with companyA. None
Commission
Contract
P 2017.12.26 Commission contract with company P. None
Design Contract M 2017.8.18 Co-developing products with companyM. None
Manufacture
Contract
R 2018.03.22 Manufacturing products for company R. None
Manufacture
Contract
A 2019.07.01~ Manufacturing products for company A. None
Component
SupplyContract
A 2019.09.12~ Manufacturing components for company A. None
  • 74 -

6. Financial Status

6.1. Condensed Balance Sheet, Integrated Income Statement, CPA Name and Comments:

6.1.1. IFRS Condensed Balance Sheet and Statement of Comprehensive Income:

Condensed Balance Sheet (IFRS and Consolidated)

Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD
Year
Item
Five-Years Financial Information Financial data of
ending date in
the current year
on 31 Mar. 2020
(Reviewed Only)
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
2019
(Audited)
Current assets 8,530,755
8,807,101

9,716,118
11,361,548
13,568,882

13,265,778
Fixed assets 1,507,537
1,339,108

1,486,310

1,854,001

2,154,817

2,118,063
Intangible assets 9,551
10,156

59,529

94,820

91,601

83,345
Other assets 135,100
160,654

310,123

177,400

353,925

463,887
Total assets 11,113,671 11,082,844 12,519,477 14,201,536
17,184,967

16,958,190
Current
liabilities
Before
distribution
5,115,795
5,045,793

5,473,028

6,981,572

8,823,257

8,003,764
After
distribution
5,791,225
5,834,749

6,374,692

8,008,194
Undistributed
Undistributed
Non-Current liabilities 359,820
257,620

750,193

423,332

564,497

602,650
Total
liabilities
Before
distribution
5,475,615
5,303,413

6,223,221

7,404,904

9,387,754

8,606,414
After
distribution
6,151,045
6,092,369

7,124,885

8,431,526

Not yet

Not yet
Equity Attributable to
theparent company
5,583,341
5,732,732

6,084,637

6,572,643

7,517,407

7,970,325
Capital stock 2,176,454
2,254,162

2,254,162

2,266,954

2,326,694

2,327,775
Capital surplus 890,644
858,462

830,265

904,086

1,228,781

1,289,323
Retained
earnings
Before
distribution
2,325,815
2,801,132

3,233,651

3,743,536

4,443,155

4,891,373
After
distribution
1,650,385
2,012,176

2,331,987

2,716,914
Undistributed
Undistributed
Other Equities 190,428
(181,024)
(233,441)
(341,933)
(481,223) (538,146)
Treasury Stocks -
-

-

-

-

-
Non-controlling
interests
54,715
46,699

211,619

223,989

279,806

381,451
Total
equity
Before
distribution
5,638,056
5,779,431

6,296,256

6,796,632

7,797,213

8,351,776
After
distribution
5,056,577
4,990,475

5,394,592

5,770,010
Undistributed
Undistributed
  • 75 -

Condensed Balance Sheet (IFRS and Parent only)

Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD

Year
Item
Five-Years Financial Information Financial data of
ending date in the
current year on 31
Mar. 20201
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
2019
(Audited)
Current assets 2,388,388
2,864,101

3,137,049

2,840,557

3,106,100

N.A.
Fixed assets 291,858
288,352

277,238

518,658

526,522

N.A.
Intangible assets -
-

-

-

-

N.A.
Other assets 14,420
14,748

155,386

24,773

136,430

N.A.
Total assets 8,785,123
8,871,822

9,807,235

10,126,114

11,221,369

N.A.
Current
liabilities
Before
distribution
2,865,831
2,916,389

3,014,416

3,276,402

3,402,927

N.A.
After
distribution
3,541,261
3,705,345

3,916,080

4,303,024
Undistributed
N.A.
Non-Current
liabilities
335,951
222,701

708,182

277,069

301,035

N.A.
Total
liabilities
Before
distribution
3,201,782
3,139,090

3,722,598

3,553,471

3,703,962

N.A.
After
distribution
3,877,212
3,928,046

4,624,262

4,580,093
Undistributed
N.A.
Equity Attributable
to the parent
company
5,583,341
5,732,732

6,084,637

6,572,643

7,517,407

N.A.
Capital stock 2,176,454
2,254,162

2,254,162

2,266,954

2,326,694

N.A.
Capital surplus 890,644
858,462

830,265

904,086

1,228,781

N.A.
Retained
earnings
Before
distribution
2,325,815
2,801,132

3,233,651

3,743,536

4,443,155

N.A.
After
distribution
1,650,385
2,012,176

2,331,987

2,716,914
Undistributed
N.A.
Other Equities 190,428
(181,024)

(233,441)

(341,933)

(481,223)
N.A.
Treasury Stocks -
-

-

-

-

N.A.
Non-controlling
interests
-
-

-

-

-

N.A.
Total
equity
Before
distribution
5,583,341
5,732,732

6,084,637

6,572,643

7,517,407

N.A.
After
distribution
4,907,911

4,943,776

5,182,973

5,546,021
Undistributed
N.A.

~~1~~ Parent Company’s Reports by yearly.

  • 76 -

Condensed Statement of Comprehensive Income (IFRS and Consolidated)

Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD

Year
Item
Five-Years Financial Information Financial data of
ending date in the
current year on
31 Mar. 2020
(Reviewed Only)
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
2019
(Audited)
Operating revenue 12,111,258 12,925,843 13,061,439 15,645,253 17,886,170
4,483,189
Gross profit 2,722,157 3,209,102 3,280,351 3,919,945 4,589,668
1,153,086
Income from
operations
1,066,789 1,418,204 1,393,146 1,631,689 1,892,758
555,682
Non-operating income
and expenses

303,220

178,840

226,398

288,379

276,405

19,176
Net income
before tax
1,370,009 1,597,044 1,619,544 1,920,068 2,169,163
574,858
Income from
operations of
continued
segments-after tax
954,103 1,161,735 1,224,088 1,371,529 1,677,851
434,754
Income or Loss from
discontinued
departments
-
-

-

-

-

-
Net income(loss) 954,103 1,161,735 1,224,088 1,371,529 1,677,851
434,754
Other
comprehensive
income/loss (Net of
tax)
(65,277)
(378,233)

(64,127)

25,083

(136,197)

(65,295)
Total other
comprehensive
income (loss), net of
tax
888,826
783,502
1,159,961 1,396,612 1,541,654
369,459
Net income
attributable to
stockholders of the
parent
970,195 1,157,386 1,226,471 1,413,477 1,718,511
448,218
Net income
attributable to
non-controlling
interests
(16,092)
4,349

(2,383)

(41,948)

(40,660)

(13,464)
Comprehensive
income (loss)
attributable to
stockholders of the
parent
902,169
779,295
1,169,058 1,441,241 1,586,951
391,295
Comprehensive
income (loss)
attributable to
non-controlling
interests
(13,343)
4,207

(9,097)

(44,629)

(45,297)

(21,836)
Earnings per share 4.39
5.15

5.44

6.26

7.47

1.93
  • 77 -

Condensed Statement of Comprehensive Income (IFRS and Parent)

Expressed in Thousands of NTD


Year
Item
Five-Year Financial Information Five-Year Financial Information Five-Year Financial Information Five-Year Financial Information Five-Year Financial Information Financial data of
ending date in the
current year on
31 Mar. 20201
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
2019
(Audited)
Operating revenue 4,363,053 4,640,558 4,812,279 5,035,927 4,899,284
N.A.
Gross profit 929,588 1,131,605 1,217,761 1,285,215 1,258,919
N.A.
Income from
operations
277,470
415,424

530,700

471,163

313,250

N.A.
Non-operating income
and expenses

867,947

894,290

837,031
1,174,503 1,680,569
N.A.
Net income
before tax
1,145,417 1,309,714 1,367,731 1,645,666 1,993,819
N.A.
Income from
operations of
continued
segments-after tax
970,195 1,157,386 1,226,471 1,413,477 1,718,511
N.A.
Income or Loss from
discontinued
departments
-
-

-

-

-

N.A.
Net income(loss) 970,195 1,157,386 1,226,471 1,413,477 1,718,511
N.A.
Other
comprehensive
income/loss (Net of
tax)
(68,026)
(378,091)

(57,413)

27,764

(131,560)

N.A.
Total other
comprehensive
income (loss), net of
tax
902,169
779,295
1,169,058 1,441,241 1,586,951
N.A.
Net income
attributable to
stockholders of the
parent
-
-

-

-

-

N.A.
Net income
attributable to
non-controlling
interests
-
-

-

-

-

N.A.
Comprehensive
income (loss)
attributable to
stockholders of the
parent
-
-

-

-

-

N.A.
Comprehensive
income (loss)
attributable to
non-controlling
interests
-
-

-

-

-

N.A.
Earningsper share 4.39
5.15

5.44

6.26

7.47

N.A.

1 Parent Company’s Reports by yearly.

  • 78 -

6.2.1. Last 5 years Auditors’ Opinions:

Year Accounting Firm CPA Audit Opinion
2015 Ernst & Young Yan, Wen-Pi
Lin, Hong-Kuang
Modified Unqualified
2016 Ernst & Young Lin, Hong-Kuang
Huang, Tzu-Ping
Unqualified
2017 Ernst & Young Huang, Tzu-Ping
Lin,Hong-Kuang
Unqualified with
Emphasis-of-Matter and
Other-Matter Paragraphs
2018 Ernst & Young Huang, Tzu-Ping
Lin,Hong-Kuang
Unqualified with
Emphasis-of-Matter and
Other-Matter Paragraphs
2019 Ernst & Young Huang, Tzu-Ping
Chen,Ming-Hung
Unqualified with
Emphasis-of-Matter and
Other-Matter Paragraphs

6.2. Financial Analysis of the Last Five Years:

6.2.2. Financial Analysis:

Year
Item
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial data of
ending date in
the current year
on 31 Mar. 2020
(Reviewed Only)
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
2019
(Audited)
Financial
structure
(%)
Ratio of liabilities to
assets
49.27
47.85

49.71

52.14

54.63

50.75
The ratio of long-term
capital to fixed assets
374.29
432.88

456.18

367.01

362.22

394.58
Solvency
(%)
Current ratio 166.75
174.54

177.53

162.74

153.79

165.74
Quick ratio 122.32
130.9

125.04

108.69

100.36

107.46
Times interest earned
ratio
36.81
57.74

55.41

45.27

45.30

56.73
Operating
ability
Accounts receivable
turnover(turns)
3.93
4.14

3.81

3.83

3.73

3.75
Average collection
period
92
88

95

95

98

97
Inventory turnover
(turns)
4.39
4.38

3.94

3.64

3.21

2.90
Accounts payable
turnover(turns)
4.62
4.57

4.01

4.01

4.10

4.21
Average days in sales 83
83

92

100

114

126
Fixed assets turnover
(turns)
7.95
9.08

9.25

9.37

8.92

8.39
Total assets turnover
(turns)
1.12
1.16

1.11

1.17

1.14

1.05
  • 79 -
Year
Item
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial analysis in the past five years
(IFRS and Consolidated)
Financial data of
ending date in
the current year
on 31 Mar. 2020
(Reviewed Only)
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
2019
(Audited)
Profitability Return on total assets
(%)
9.13 10.68
10.58

10.53

10.95
2.59
Return on stockholders'
equity (%)
17.80 20.35
20.27

20.95

22.99
5.38
Pre-tax income to issued
capital(%)
62.95 70.85
71.85

84.7

93.23
24.7
Profit ratio (%) 7.88 8.99
9.37

8.77

9.38
9.7
Earnings per share ($) 4.39 5.15
5.44

6.26

7.47
1.93
Cash flow Cash flow ratio (%) 28.40 24.12
14.11

4.92

19.21
5.80
Cash flow adequacy ratio
(%)

118.46
148.43
114.45

78.45

81.73
32.45
Cash reinvestment ratio
(%)
12.12 7.49
(0.74)

(6.54)

6.95
4.43
Operating leverage 2.53 2.21
2.28

2.31

2.36
2.00
Leverage Financial leverage 1.04 1.02
1.02

1.03

1.03
1.02
Year
Item
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial data of
ending date in
the current year
on 31 Mar.
20201
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
2019
(Audited)
Financial
structure
(%)
Ratio of liabilities to assets 36.45 35.38 37.96 35.09 33.01
N.A.
Ratio of long-term capital to
fixed assets
1,913.03 1,988.1 2,369.28 1,267.24 1,427.75
N.A.
Solvency (%) Current ratio 83.34 98.21 104.07 86.7 91.28
N.A.

Quick ratio
71.74 86.34 85.38 67.2 69.69
N.A.
Times interest earned ratio 74.89 101.23 87.31 91.84 156.5 N.A.
Operating
ability
Accounts receivable turnover
(turns)
3.84 4.2 4.4 4.65 4.5 N.A.
Average collection period 95 87 83 78 81 N.A.
Inventory turnover (turns) 9.83 10.34 7.76 6.16 5.3 N.A.
Accounts payable turnover
(turns)
3.81 3.95 3.9 4.06 3.97
N.A.
Average days in sales 37 35 47 59 69 N.A.
Fixed assets turnover (turns) 15.17 16.00 17.02 12.65 9.38
N.A.
Total assets turnover (turns) 0.52 0.53 0.52 0.51 0.46
N.A.
  • 80 -
Year
Item
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial analysis in the past five years
(IFRS and Parent)
Financial data of
ending date in
the current year
on 31 Mar.
20201
2015
(Audited)
2016
(Audited)
2017
(Audited)
2018
(Audited)
2019
(Audited)
Profitabili-ty Return on total assets (%) 11.74 13.23 13.27 14.33 91.28 N.A.
Return on stockholders'
equity (%)
18.30 20.46 20.76 22.33 16.20 N.A.

Pre-tax income to issued
capital (%)
52.63 58.1 60.68 72.59 24.39 N.A.
Profit ratio (%) 22.24 24.94 25.49 28.07 85.69 N.A.
Earnings per share ($) 4.39 5.15 5.44 6.26 35.08 N.A.
Cash flow Cash flow ratio (%) 15.52 14.83 6.06 5.53 7.47 N.A.
Cash flow adequacy ratio (%) 43.11 40.04 39.76 30.32 7.31 N.A.
Cash reinvestment ratio (%) (2.24) (3.95) (9.30) (10.18) 28.11 N.A.
Operating leverage 2.86 2.41 2.09 2.45 (9.63) N.A.
Leverage Financial leverage 1.06 1.03 1.03 1.04 3.53 N.A.

1 Parent Company’s Reports by yearly.

6.3. Supervisor or Auditor Audit Report of Financial Statements in the Last Year:

AUDIT COMMITTEE REVIEW REPORT

The Board of Directors has prepared the Company’s 2019 Financial Statements. The CPA firm of Ernst & Young, by CPA Huang, Tzu-Ping and Chen, Ming-Hung, was retained to audit the Company’s Financial Statements and has issued an audited report relating to the Financial Statements. The Financial Statements have been reviewed and determined to be correct and accurate by the Audit Committee members of SINBON. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Chairman of the Audit Committee:

Chi-Lin Wei 14 April 2020

  • 81 -

6.4. Financial Statements in the Last Year (including CPA audit reports, a cross-reference of balance sheets of two years, integrated income statements, equipment change list, case flows list, and remarks or tables):

Independent Auditors’ Report Translated from Chinese

To SINBON Electronics Co., Ltd.

We have audited the accompanying consolidated balance sheets of SINBON Electronics Co., Ltd. and its subsidiaries (the “Group”) as of 31 December 2019 and 2018, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2019 and 2018, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Metter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of 31 December 2019 and 2018, and its consolidated financial performance and cash flows for the years ended 31 December 2019 and 2018, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of 2019 consolidated financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Order No. Financial-Supervisory-Securities-Auditing -1090360805 issued by the Financial Supervisory Commission on 25 February 2020, and auditing standards generally accepted in the Republic of China; we conducted our audit of 2018 consolidated financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2019 consolidated financial statements. These matters were

  • 82 -

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. Valuation for inventories

As of 31 December 2019, the Group’s net inventories amounted to NT$4,499,437 thousand. Net inventories accounted for 26% of consolidated total assets, which was considered material in the consolidated statements. As the fluctuation in market demand and the fast-changing technology could cause losses of obsolete and slow-moving inventories, the assessment of the inventory write-downs require significant management judgement. We therefore determined this a key audit mater.

Our audit procedures included, but not limited to, understanding and testing the adequacy of accounting policy around obsolete and slow-moving inventories, including historical analysis of loss ratio of scrapped inventories; evaluating stocktaking plan and selecting important storage locations to observe inventory counts to ensure inventory quantities and status; obtaining inventory aging schedule to test whether inbound and outbound records are accurate; re-calculating the unit cost of inventories; and evaluating and testing net realized value adopted by management. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the Group’s consolidate financial statements.

2. Impairment of accounts receivable

As of 31 December 2019, gross accounts receivable and loss allowance by the Group amounted to NT$4,120,057 thousand and NT$27,176 thousand, respectively. Net accounts receivable accounted for 24% of consolidated total assets, which was considered material in the consolidated statements. Since the loss allowance of account receivables is measured by the expected credit loss for the duration of the account receivables, it is necessary to divide account receivables into groups in the process of measurement and analyze the application of related assumptions, including appropriate aging intervals, their respective loss rate, and consideration of the forward-looking information. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net account receivable, we therefore determined this a key audit mater.

Our audit procedures included, but not limited to, analyzing the appropriateness of the grouping of account receivables and confirming whether customers with significantly different credit loss types are grouped by similar risk characteristics. SINBON Electronics Co., Ltd. and its subsidiaries are tested by provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviewing the original certificates; testing the related statistics information of loss rate based on the rolling rate within one year, including the average loss rate and standard deviation; considering the reasonableness of the forward-looking information which takes into account loss rate, such as economic growth rate and unemployment rate; assessing whether such forward-looking information affected the loss rate. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the Group’s consolidate financial statements.

  • 83 -

Other Matter– Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain consolidated subsidiaries, which statements reflected total assets of NT$3,188,875 thousand and NT$1,991,440 thousand, constituting 19% and 14% of consolidated total assets as of 31 December 2019 and 2018, respectively, and total operating revenues of NT$3,966,252 thousand and NT$2,721,718 thousand, constituting 22% and 17% of consolidated operating revenues for the years ended 31 December 2019 and 2018, respectively. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method whose statements are based solely on the reports of other auditors. These associates and joint ventures under equity method amounted to NT$373,809 thousand and NT$321,922 thousand, both representing 2% of consolidated total assets as of 31 December 2019 and 2018. The related shares of profits from the associates and joint ventures under the equity method amounted to NT$83,796 thousand and NT$63,268 thousand, representing 4% and 3% of the consolidated net income before tax for the years ended 31 December 2019 and 2018, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$29,200 thousand and NT$(2,107) thousand, representing (21)% and (8)% of the consolidated other comprehensive income for the years ended 31 December 2019 and 2018, respectively.

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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 ability to continue as a going concern of the Group, 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 audit committee or supervisors, are responsible for overseeing the financial reporting process of the Group.

==> picture [419 x 57] intentionally omitted <==

  • 84 -

Auditor’s 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 auditor’s 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 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 internal control of the Group.

  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 ability to continue as a going concern of the Group. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

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

  6. 85 -

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2019 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other

We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended 31 December 2019 and 2018.

/s/Huang, Tzu Ping

/s/ Chen, Ming Hung

Ernst & Young, Taiwan

20 March 2020

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with 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.

  • 86 -

Attachment 1: Financing provided to others for the year ended 31 December 2019

No. Lender
(Note 1)
Counterparty Financial
statement
account
Related
Party
Maximum
balance for
the
period
Ending
balance
Actual
amount
provided
Interest
rate
Nature of
financing
Amount of sales
to
(purchases from)
counter-party
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit of financing
amount
for individual
counter-party
(Note2)
Limit of total
financing
amount
(Note3)
Item Value
0 The
Company
ET Hungary Other
receivables
Y $68,000 $67,498 $13,500 0.00% Note 4 $ - Need for
operating
$ - - $ - $3,006,963 $3,006,963
1 BJSB BJSB Tongan Other
receivables
Y $46,046 $43,217 $ - 0.00% Note 4 $ - Need for
operating
$ - - $ - $90,856 $90,856

Note 1: The above transations were all made between consolidated entities in the Group and have been reversed.

Note 2: Total financing limit for individual counterparty was set at 40% of the lender's net worth of the financial which were audited by independent accountants as of 31 December 2019.

The Company: $7,517,407*40%=$3,006,963

BJSB: $227,141*40%=$90,856

Note 3: Total financing limit for individual counterparty was set at 40% of the lender's net worth of the financial report which were audited by independent accountants as of 31 December 2019. The Company: $7,517,407*40%=$3,006,963

BJSB: $227,141*40%=$90,856

Note 4: For short-term financing.

-200-

Attachment 2: Endorsement/Guarantee provided to others as of 31 December 2019

(Note 1)
No.
Endorsor/
Guarantor
Receiving party Receiving party Limit of
guarantee/endorseme
nt amount for
receiving party
(Note 3)
Maximum
balance for
the period
Ending
balance
Actual
amount
provided
Amount of
collateral
guarantee/
endorsemen
t
Percentage of
accumulated
guarantee amount
to net assets value
from the latest
financial statement
Limit of total
guarantee/
endorsement
amount
(Note 4)
Parent company's
guarantee/
endorsement
amount to
subsidiaries
(Note 5)
Subsidiaries'
guarantee/
endorsement
amount to parent
company
(Note 5)
Guarantee/
endorsement
amount to
company in
Mainland China
(Note 5)
Company name Releationship
(Note 2)
0 The Company SHSB 2 $3,006,963 $47,418 $45,159 $ - none 0.60% $7,517,407 Y N Y
0 The Company SZSB 2 $3,006,963 $15,806 $15,053 $ - none 0.20% $7,517,407 Y N Y
0 The Company TCSB 2 $3,006,963 $299,506 $286,007 $ - none 3.80% $7,517,407 Y N Y
0 The Company JSEM 2 $3,006,963 $395,150 $376,325 $ - none 5.01% $7,517,407 Y N Y
0 The Company JYSB 2 $3,006,963 $379,344 $361,272 $- none 4.81% $7,517,407 Y N Y
0 The Company BJSB Tongan 2 $3,006,963 $646,674 $615,231 $ - none 8.18% $7,517,407 Y N Y
0 The Company T-CONN 2 $3,006,963 $179,030 $75,265 $ - none 1.00% $7,517,407 Y N N
0 The Company ET Hungary 2 $3,006,963 $327,179 $315,631 $241,304 none 4.20% $7,517,407 Y N N
0 The Company C&C 2 $3,006,963 $282,690 $270,954 $120,424 none 3.60% $7,517,407 Y N N
0 The Company T-CONN Zhongshan 2 $3,006,963 $426,762 $316,113 $40,041 none 4.21% $7,517,407 Y N Y
0 The Company Radbon 2 $3,006,963 $150,000 $150,000 $125,000 none 2.00% $7,517,407 Y N N
1 T-CONN T-CONN Zhongshan 2 $3,006,963 $94,230 $90,318 $ - none 1.20% $7,517,407 N N Y

Note 1: The Company and its subsidiaries are coded as follows:

  1. The Company is coded "0".

  2. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.

  3. Note 2: According to the "Guidelines Governing the Preparation of Financial Reports by Securities Issuers" issued by the R.O.C. Securities and Futures Bureau, receiving parties should be disclosed as one of the following: 1. A company with which it does business.

  4. A company in which the public company directly and indirectly holds more than 50% of the voting shares.

  5. A company that directly and indirectly holds more than 50% of the voting shares in the public company.

  6. A company in which the public company holds, directly or indirectly, 90% or more of the voting shares.

  7. A company that fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.

  8. A company that all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.

  9. Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

Note 3: Limit of guarantee/endorsement amount for receiving party is 40% of the net worth of the financial report audited by the certified public accountants as of 31 December 2019. $7,517,407*40%=$3,006,963

  • Note 4: Limit of total guarantee/ endorsement amount is 100% of the net worth of the financial report audited by the certified public accountants as of 31 December 2019.

  • Note 5: "Y" for the listed (OTC) parent company guarantees/endorses for subsidiary, subsidiary guarantees/endorses for the listed (OTC) parent company or guarantee/endorse for companies in Mainland China.

-201-

Attachment 3: Securities held as of 31 December 2019. (Excluding subsidiaries, associates and joint ventures)

Holding
Company
Type and name of securities Relationship
(Note 1)
Financial statement account as of 31 December 2019 as of 31 December 2019 as of 31 December 2019 as of 31 December 2019 as of 31 December 2019 Note
Shares Carrying
amount
Percentage of
ownership (%)
Fair value
The Company Chengding Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
15,000,000 shares $113,200 11.11% $113,200 -
The Company Top Taiwan Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
6,000,000 shares 51,579 7.50% 51,579 -
Kwan-Ze Chengding Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
5,000,000 shares 37,699 3.70% 37,699 -
The Company Dynahz Technologies - Financial assets measured at fair value through other
comprehensive income- noncurrent
2,771,670 shares 40,696 16.67% 40,696 -
The Company Top Taiwan VII Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
1,438,776 shares 15,083 3.06% 15,083 -
The Company Gongwin Biopharm Holdings Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
235,000 shares 18,797 0.25% 18,797 -
The Company Japan SINBON Electronics Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
75 shares 1,031 15.00% 1,031 -
Kwan-Ze Actmax Technologies Inc. - Financial assets measured at fair value through other
comprehensive income- noncurrent
- 4,692 19.00% 4,692 -
The Company Top Taiwan III Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
569,105 shares 779 4.07% 779 -
SINBON USA
L.L.C
HOTWIRE Development LLC - Financial assets measured at fair value through other
comprehensive income- noncurrent
697,500 shares 1,261 5.00% 1,261 -
The Company Top Taiwan II Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
295,000 shares 476 5.00% 476 -
The Company Bandrich, Inc. - Financial assets measured at fair value through other
comprehensive income- noncurrent
330,000 shares 463 1.62% 463 -
The Company Nextronics Engineering Corp. - Financial asset measured at fair value through profit
or loss–current
2,950,000 shares 95,433 9.94% 95,433 -
The Company Cayman Lan-Cheng Fund - Financial asset measured at fair value through profit
or loss–current
30,000 shares 68,646 17.14% 68,646 -
Kwan-Ze Hotai Finance Co., Ltd. - Financial asset measured at fair value through profit
or loss–current
100,000 shares 8,890 0.02% 8,890 -
Kwan-Ze UPAMC Global AIoT Fund - Financial asset measured at fair value through profit
or loss–current
300,000 shares 3,108 - 3,108 -
The Company Trutankless, Inc. - Financial asset measured at fair value through profit
or loss–current
162,400 shares 1,711 - 1,711 -
Total $463,544

Note 1: Not required if the issuer of securities is not a related party.

-202-

Attachment 4: Related party transactions for purchases and sales exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2019.

Related-party Counter-party Relationship Intercompany Transactions Intercompany Transactions Intercompany Transactions Intercompany Transactions Details of non-arm's
length transaction
Details of non-arm's
length transaction
Notes and accounts receivable
(payable)
Notes and accounts receivable
(payable)
Note
Purchases
(Sales)
Amount Percentage of total
consolidated
purchase (Sales)
Terms Unit price Terms Carrying
amount
Percentage of total
consolidated
receivables
(payable)
The Company JYSB Subsidiary Purchase $1,537,302 41.36% Trading condition is as
same as other supplier
N/A N/A $(285,073) (30.44)%
JYSB The Company Subsidiary Purchase $144,921 3.31% Trading condition is as
same as other supplier
N/A N/A $(37,576) (2.63)%
HKSB JYSB Associates Purchase $1,613,611 50.20% Trading condition is as
same as other supplier
N/A N/A $(257,657) (36.10)%
JYSB HKSB Associates Purchase $120,123 2.74% Trading condition is as
same as other supplier
N/A N/A $(46,552) (3.26)%
JSEM JYSB Associates Purchase $180,027 22.37% Trading condition is as
same as other supplier
N/A N/A $(196,893) (45.66)%
T-CONN T-CONN Zhongshan Associates Purchase $366,279 34.20% Trading condition is as
same as other supplier
N/A N/A $(45,123) (24.02)%
SZSB HKSB Associates Purchase $371,604 92.16% Trading condition is as
same as other supplier
N/A N/A $(112,104) (99.52)%
JYSB SINBON USA Associates Purchase $180,874 4.13% Trading condition is as
same as other supplier
N/A N/A $(12,694) (0.89)%
BJSB Tongan JSEM Associates Purchase $164,972 8.45% Trading condition is as
same as other supplier
N/A N/A $(5,900) (1.41)%

Attachment 5: Receivables from related parties with accounts exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2019.

Related-party Counter-party Relationship Amount Average
collection
turnover
Overdue account receivable-related parties Overdue account receivable-related parties Collection in
subsequent period
Allowance for
doubtful debts
Amount Processingmethod
JYSB The Company The Company $285,073 5.37 $ - - $285,073 $ -
JYSB HKSB Associates $257,657 7.32 $ - - $256,445 $ -
JYSB JSEM Associates $196,893 1.37 $ - - $130 $ -
HKSB SZSB Associates $112,104 4.82 $ - - $67,144 $ -

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Attachment 6: The business relationship, significant transactions and amounts between parent company and subsidiaries

No.
(Note 1)
Related-party Counter-party Relationship with
the Company
(Note 2)
Transactions Transactions Transactions Transactions
Account Amount Terms Percentage of consolidated
operating
revenues or consolidated total
assets(Note3)
0 The Company JYSB 1 Purchase $1,537,302 (Note 4) 11.56%
1 JYSB The Company 2 Sales $1,537,302 (Note 4) 11.56%
1 JYSB HKSB 3 Sales $1,613,611 (Note 4) 12.14%
2 HKSB JYSB 3 Purchase $1,613,611 (Note 4) 12.14%
2 HKSB SZSB 3 Sales $371,604 (Note 4) 2.79%
5 SZSB HKSB 3 Purchase $371,604 (Note 4) 2.79%
3 T-CONN T-CONN Zhongshan 3 Purchase $366,279 (Note 4) 2.75%
4 T-CONN Zhongshan T-CONN 3 Sales $366,279 (Note 4) 2.75%
1 JYSB SINBON USA 3 Purchase $180,874 (Note 4) 1.36%
7 SINBON USA JYSB 3 Sales $180,874 (Note 4) 1.36%
6 JSEM JYSB 3 Purchase $180,027 (Note 4) 1.35%
1 JYSB JSEM 3 Sales $180,027 (Note 4) 1.35%
1 JYSB The Company 2 Purchase $144,921 (Note 4) 1.09%
0 The Company JYSB 1 Sales $144,921 (Note 4) 1.09%
8 BJSB Tongan JSEM 3 Purchase $164,972 (Note 4) 1.24%
6 JSEM BJSB Tongan 3 Sales $164,972 (Note 4) 1.24%
2 HKSB JYSB 3 Sales $120,123 (Note 4) 0.90%
1 JYSB HKSB 3 Purchase $120,123 (Note 4) 0.90%
  • Note 1 : The Company is coded "0".The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.

  • Note 2 : Transactions are categorized as follows:

  • The holding company to subsidiary.

  • Subsidiary to holding company.

  • Subsidiary to subsidiary.

  • Note 3 : The percentage with respect to the consolidated asset/liability for transactions of balance sheet items are based on each item's balance at period-end. For profit or loss items, interim cumulative balances are used as basis.

Note 4 : The sales price to the above related parties was determined through mutual agreement based on the market conditions.

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Attachment 7: Names, locations, main businesses and products, original investment amount, investment as of 31 December 2019 net income (loss) of investee company and investment income (loss) recognized for the year ended 31 December 2019: (Excluding investment in Mainland China)

Investor Investee company
(Note1)
Address Main businesses and products Initial Investment Initial Investment Investment as of 31 December 2019 Investment as of 31 December 2019 Investment as of 31 December 2019 Net income (loss) of
investee company
Investment
income (loss)
recognized
Note
Ending balance Beginning balance Number of
shares
Percentage of
ownership
(%)
Book value (Note 1 )
The Company HKSB Hong Kong Manufacturing and selling a wide
variety of connectors, wires and
cables.
HKD95,606,000
$401,262
HKD95,606,000
$401,262
- 100.00% $662,744 $393,627 $393,627 Subsidiary
The Company Kwan-Ze New Taipei City, Taiwan Holding company $235,600 $235,600 23,560,000 shares 100.00% $409,311 $81,795 $81,795 Subsidiary
The Company Top Taiwan IV
Venture Capital Co.,
Ltd
Taipei City, Taiwan Holding company $22,400 $22,400 2,240,000 shares 20.00% $5,548 $(50,322) $(10,065) Investee under
the equity
method
The Company SB BVI British Virgin Islands Holding company USD45,021,000
$1,461,158
USD45,021,000
$1,461,158
- 100.00% $3,828,051 $575,888 $575,888 Subsidiary
The Company Argosy Technologies
Co., Ltd.
Hsinchu City,
Taiwan
Produce and sells a variety of
electronic components, computers
andperipheral equipment
$30,648 $30,648 2,945,034 shares 3.59% $61,011 $438,625 $15,733 Investee under
the equity
method
The Company S E L Mauritius Holding company -
-
USD3,726,000
$120,732
- - - $(25) $(16) Subsidiary
The Company SINBON
USA
LLC
4265 Gibson Dr., Tipp City ,
OH 45371, USA
Logistic center. USD5,159,000
$161,943
USD4,059,000
$128,061
- 100.00% $84,135 $(8,457) $(8,457) Subsidiary
The Company SINBON Europe
GmbH
Pfarrkirchen, Germany Logistic center. EUR5,209,000
$185,241
EUR5,209,000
$185,241
- 100.00% $43,143 $(64,915) $(64,915) Subsidiary
The Company Radbon Avionics Inc. Miaoli County, Taiwan Manufacturing and selling signal
cables and cabin wiring.
$33,000 $33,000 3,300,000 shares 55.00% $37,218 $12,166 $6,691 Subsidiary
The Company T-CONN New Taipei City, Taiwan Manufacturing and selling a wide
variety of connectors, wires and
cables.
$166,066 $116,804 15,577,522 shares 61.18% $238,664 $65,019 $39,630 Subsidiary
T-CONN S P L Mauritius Logistic center. $3,039 $3,039 - 100.00% $14,157 $(9,350) $ - Subsidiary
SINBON USA
L.L.C
SINBON
Circuits & Cables LLC
815 South Brown School
Road Vandalia, OH 45377,
USA
Selling a wide variety of connectors
and cables.
USD 2,704,000 USD 1,604,000 - 51.00% USD1,908,000
$57,435
USD(58,000)
$(1,792)
$ - Subsidiary
SINBON USA
L.L.C
Worldwide
Wire Harnesses
Co.,Ltd.
Samoa Logistic center. USD 75,000 USD 75,000 - 50.00% USD25,000
$760
USD(67,000)
$(2,059)
$ - Subsidiary
Kwan-Ze Argocy Research Inc. Hsinchu City,
Taiwan
Produce and sells a variety of
electronic components, computers
andperipheral equipment
$147,175 $147,175 14,624,200 shares 17.81% $307,250 $438,625 $ - Investee under
the equity
method

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Attachment 7: Names, locations, main businesses and products, original investment amount, investment as of 31 December 2019 net income (loss) of investee company and investment income (loss) recognized for the year ended 31 December 2019: (Excluding investment in Mainland China)

Investor Investee company
(Note1)
Address Main businesses and products Initial Investment Initial Investment Investment as of 31 December 2019 Investment as of 31 December 2019 Investment as of 31 December 2019 Net income (loss) of
investee company
Investment
income (loss)
recognized
Note
Ending balance Beginning balance Number of
shares
Percentage of
ownership
(%)
Book value (Note 1 )
Worldwide
Wire Harnesses
Co., Ltd.
STT U.S.A Tennessee Logistic center. USD140,000
$4,542
USD140,000
$4,542
- 100.00% USD(200,000)
($6,008)
USD(67,000)
$(2,059)
$ - Subsidiary
Argocy Research
Inc.
Argosy Technology
Inc.(USA)
U.S.A Sell Multimedia related products,
ODM and OED
$30,347 $30,347 900 shares 100.00% $ - $ - $ - Investee under
the equity
method
Argocy Research
Inc.
Argosy International
B.V.
The Netherlands Leasing operations and sell ODM
and OED
$22,314 $22,314 - 100.00% $15,766 $180 $ - Investee under
the equity
method
Argocy Research
Inc.
Ari International
(Singapore)Pte.,Ltd.
(AIS)
Singapore Holding company $32,697 $32,697 - 100.00% $2,901 $(1,588) $ - Investee under
the equity
method
Argocy Research
Inc.
Global Saber
Electronics Co., Ltd.
Mauritius Selling a wide variety of connectors
and cables.
$ - $ - - 100.00% $67,676 $11,211 $ - Investee under
the equity
method
Argocy Research
Inc.
ROTEC LIMITED British Virgin Islands Holding company $268,479 $268,479 8,550 shares 77.38% $458,066 $65,852 $ - Investee under
the equity
method
Global Saber
Electronics Co., Ltd
ROTEC LIMITED British Virgin Islands Holding company $72,918 $72,918 2,500 shares 22.62% $133,903 $65,852 $ - Investee under
the equity
method
SINBON Europe
GmbH
SINBON Holding
GmbH
Germany Holding company EUR5,184,000
$181,113
EUR5,184,000
$181,113
- 51.00% EUR1,256,000
$42,373
EUR(3,491,000)
$(120,862)
$ - Subsidiary
SINBON Holding
GmbH
ET Hungary Hungary Selling,Producting and Processing a
wide variety of connectors and
cables.
EUR1,080,000
$38,364
EUR1,080,000
$38,364
- 100.00% EUR(2,406,000)
$(81,212)
EUR(3,346,000)
$(115,846)
$ - Subsidiary
SINBON Holding
GmbH
ET Germany Germany Logistic center. EUR1,245,000
$44,225
EUR1,245,000
$44,225
- 100.00% EUR1,172,000
$39,561
EUR(85,000)
$(2,956)
$ - Subsidiary

Note 1: ( 1 ) "Investee company", "Addres", "Main businesses and products", "Initial Investment"and "Investment as of 31 December 2019" shall be filled in the Company's investmet. to the subsidiaries' re-investment in corresponding order, and indicate the relationship in the Notes.

  • ( 2 ) "Net income (loss) of investee company" shall be filled in net income (loss) of investee for the year ended 31 December 2019.

  • 3 "Investment income (loss) recognized", shall be filled in only investment income (loss) under the equity method, and the investor shall confirm that its investment income (loss) includes the subsidiaries' re-investment.

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Attachment 8: Investment in Mainland China

Investee company Main Businesses and
Products
Counterparty Method of Investment Accumulated
Outflow of
Investment from
Taiwan as of
1 January 2019
Investment Flows Investment Flows Accumulated Outflow
of Investment from
Taiwan as of
31 December 2019
Net income (loss)
of investee
company
Percentage
of
Ownership
Investment
income
(loss) recognized
Carrying Value as
of
31 December
2019
Accumulated Inward
Remittance of
Earnings
as of
31 December 2019
Outflow Inflow
BJSB Manufacturing and selling a
wide variety of connectors,
wires and cables.
USD 4,450,000 Indirectly investment in
Mainland China through
remittance from a third region.
USD 1,020,000
$30,719
$ - $ - USD 1,020,000
$30,719
RMB1,629,000
$7,292
100.00% RMB1,629,000
$7,292
(Note 1)
RMB52,558,000
$227,141
USD11,030,000
$351,623
JYSB Manufacturing and selling a
wide variety of connectors,
wires and cables.
USD 37,780,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 22,050,000
$705,108
$ - $ - USD 22,050,000
$705,108
USD17,940,000
$554,840
100.00% USD17,940,000
$554,840
(Note 1)
USD97,032,000
$2,921,231
USD25,244,000
$780,847
SHSB Selling a wide variety of
connectors, wires and cables.
USD 3,280,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 1,700,000
$55,358
$ - $ - USD 1,700,000
$55,358
USD98,000
$3,029
100.00% USD98,000
$3,029
(Note 1)
USD5,429,000
$163,455
USD2,371,000
$72,709
SZSB Selling a wide variety of
connectors, wires and cables.
USD 2,810,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 2,750,000
$83,385
$ - $ - USD 2,750,000
$83,385
USD420,000
$12,987
100.00% USD420,000
$12,987
(Note 1)
USD9,200,000
$276,977
RMB20,700,000
$93,644
TCSB Selling a wide variety of
connectors, wires and cables.
USD14,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 8,000,000
$248,003
$ - $ - USD 8,000,000
$248,003
USD2,095,000
$64,777
100.00% USD2,095,000
$64,777
(Note 1)
USD18,163,000
$546,819
USD196,000
$5,890
China Digital Library
Corp.Ltd.
Technology development of
computer software, transfer
of technology, advisory
service
RMB 88,600,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 750,000 $ - $ - USD 750,000 $ - 4.85% $ -
(Note 2)
$ - $ -
Argosy (Beijing)
Technologies Co.,
Ltd.
Selling a wide variety of
connectors, wires and cables.
RMB 5,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 76,000 $ - $ - USD 76,000 $ - 12.00% $ -
(Note 2)
$ - $ -
Wu Xi S&D Manufacturing and selling
new flat panel displays.
USD 4,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 1,900,000
$61,823
$ - $ - USD 1,900,000
$61,823
$ - - $ - $ - $ -
Ning Bo Smart and
Diligent Co., Ltd.
Manufacturing and selling a
new Flat Panel Display.
USD 2,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 1,140,000
$37,025
$ - $ - USD 1,140,000
$37,025
$ - - $ - $ - $ -

-208-

Attachment 8: Investment in Mainland China

Investee company Main Businesses and
Products
Counterparty Method of Investment Accumulated
Outflow of
Investment from
Taiwan as of
1 January 2019
Investment Flows Investment Flows Accumulated Outflow
of Investment from
Taiwan as of
31 December 2019
Net income (loss)
of investee
company
Percentage
of
Ownership
Investment
income
(loss) recognized
Carrying Value as
of
31 December
2019
Accumulated Inward
Remittance of
Earnings
as of
31 December 2019
Outflow Inflow
JY Sinact Manufacturing and selling a
wide variety of electronic
materials.
USD 9,500,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 5,266,000
$164,599
$ - $ - USD 5,266,000
$164,599
$ - - $ - $ - $ -
Shang Hai Comtek
Electronics Trading
Co., ltd.
Selling a wide variety of
electronic materials.
USD 160,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 104,000
$3,302
$ - $ - USD 104,000
$3,302
$ - - $ - $ - $ -
Dong Guan CMK Manufacturing and selling a
wide variety of connectors,
wires and cables.
USD 1,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 645,000
$20,768
$ - $ - USD 645,000
$20,768
$ - - $ - $ - $ -
T-CONN Zhongshan Manufacturing and selling a
wide variety of connectors,
wires and cables.
RMB 58,300,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 3,086,000
$99,007
USD 600,000
$18,522
$ - USD 3,686,000
$117,529
$51,570 61.18% $30,721
(Note 2)
$66,197 $ -
BJSB Tongan Manufacturing and selling a
wide variety of connectors,
wires and cables.
RMB 130,000,000 Indirectly investment in
Mainland China through
remittance from a third region.
USD 3,000,000
$89,134
$ - $ - USD 3,000,000
$89,134
$511,901 100.00% $511,901
(Note 1)
$1,652,000 USD13,797,000
$418,425
Accumulated Investment in Mainland China as of
31 December 2019
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
USD 52,087,000
USD 53,420,000
N/A (Note 4)
Accumulated Investment in Mainland China as of
31 December 2019
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
USD 52,087,000 USD 53,420,000 N/A (Note 4)

Note 1: Based on the financial statements certificated by the public accountant of the parent company in Taiwan.

Note 2: The financial statements were not audited by independent accountants.

Note 3: The financial statements were audited by other independent accountants.

Note 4: According to No. Shen-Zi-09704604680 issued by Ministry of Economic Affairs, R.O.C., the Company's investment in Mainland China is not limited to 60% of net worth or consolidated net worth specified by the Investment Commission.

-207-

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended 31 December 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

1. History and organization

SINBON Electronics Co., Ltd. (the Company) was incorporated in Republic of China (R.O.C) in December 1989. The main activities of the Company include manufacturing and selling computer peripherals, connectors, wires and other parts. The shares of the Company commenced trading on Taiwan’s Over-the-Counter Market in May 2001 and were listed on the Taiwan Stock Exchange in August 2002.

2. Date and procedures of authorization of financial statements for issue

The consolidated financial statements of the Company and its subsidiaries (the Group) were authorized for issue in accordance with a resolution of the Board of Directors’ meeting on 20 March 2020.

3. Newly issued or revised standards and interpretations

  • (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments

The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2019. The nature and the impact of each new standard and amendment that has a material effect on the Group is described below:

(1) IFRS 16“ Leases

IFRS 16 “Leases” replaces IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, SIC-15 “Operating Leases - Incentives” and SIC-27 “Evaluating the Substance of Transactions Involving the Legal Form of a Lease”.

  • 93 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The Group followed the transition provision in IFRS 16 and the date of initial application was 1 January 2019. The impacts arising from the adoption of IFRS 16 are summarized as follows:

  • A. Please refer to Note 4 for the accounting policies before or after 1 January 2019.

  • B. For the definition of a lease, the Group elected not to reassess whether a contract was, or contained, a lease on 1 January 2019. The Group was permitted to apply IFRS 16 to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 but not to apply IFRS 16 to contracts that were not previously identified as containing a lease applying IAS 17 and IFRIC 4. That is, for contracts entered into (or changed) on or after 1 January 2019, the Group need to assess whether contacts are, or contain, leases applying IFRS 16. In comparing to IAS 17, IFRS 16 provides that 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. The Group assessed most of the contracts are, or contain, leases and has no significant impact arose.

  • C. The Group is a lessee and elects not to restate comparative information in accordance with the transition provision in IFRS 16. Instead, the Group recognized the cumulative effect of initially applying IFRS 16 as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at the date of initial application.

(a)Leases previously classified as operating leases

For leases that were previously classified as operating leases applying IAS 17, the Group measured and recognized those leases as lease liability on 1 January 2019 at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on 1 January 2019, and; the Group chose, on a lease-by-lease basis, to measure the right-of-use asset at either:

  • 94 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • i. its carrying amount as if IFRS 16 had been applied since the commencement date, but discounted using the lessee’s incremental borrowing rate on 1 January 2019; or

  • ii. an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet immediately before 1 January 2019.

The Group increased the right-of-use asset by NT$90,771 thousand and the lease liability by NT$90,771 thousand on 1 January 2019.

Besides, on 1 January 2019, for leases that were previously classified as operating leases applying IAS 17 and those who have paid the rent in full, the Group reclassified the rental prepayment NT$1,021 thousand and long-term rental prepayment of NT$36,355 thousand to the right-of-use asset.

In accordance with the transition provision in IFRS 16, the Group used the following practical expedients on a lease-by-lease basis to leases previously classified as operating leases:

  • i. Apply a single discount rate to a portfolio of leases with reasonably similar characteristics.

  • ii. Rely on its assessment of whether leases are onerous immediately before 1 January 2019 as an alternative to performing an impairment review.

  • iii. Elect to account in the same way as short-term leases to leases for which the lease term ends within 12 months of 1 January 2019.

  • iv. Exclude initial direct costs from the measurement of the right-of-use asset on 1 January 2019.

  • v. Use hindsight, such as in determining the lease term if the contract contains options to extend or terminate the lease.

  • 95 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (b)Leases previously classified as finance leases

None.

  • (c) Please refer to Note 4, Note 5 and Note 6 for additional disclosure of lessee and lessor which required by IFRS 16.

  • (d)At the date 1 January 2019, the impacts arising from the initialadoption of IFRS 16 on the Group are summarized as follows:

  • i. The weighted average lessee’s incremental borrowing rate applied to lease liabilities recognized in the balance sheet on 1 January 2019 was 0.70%~5.05%.

  • ii. The explanation for the difference of NT$2,731 thousand between: 1) operating lease commitments disclosed applying IAS 17 as at 31 December 2018, discounted using the incremental borrowing rate on 1 January 2019; and 2) lease liabilities recognized in the balance sheet as at 1 January 2019 is summarized as follows:

Operating lease commitments disclosed applying IAS $95,492 17 as at 31 December 2018 Discounted using the incremental borrowing rate on $93,502 1 January 2019 Less:adjustment to leases that meet and elect to (2,731) account in the same way as short-term leases The carrying value of lease liabilities recognized as at $90,771 1 January 2019

  • (2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Group as at the end of the reporting period are listed below.
Items New,Revised or Amended Standards and Interpretations Effective Date
issued byIASB
a Definition of a Business(Amendments to IFRS 3) 1 January2020
b Definition of Material(Amendments to IAS 1 and 8) 1 January2020
c Interest Rate Benchmark Reform - Amendments to IFRS
9,IAS 39 and IFRS 7
1 January 2020
  • 96 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(a) Definition of a Business (Amendments to IFRS 3)

The amendments clarify the definition of a business in IFRS 3 Business Combinations. The amendments are intended to assist entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition. IFRS 3 continues to adopt a market participant’s perspective to determine whether an acquired set of activities and assets is a business. The amendments clarify the minimum requirements for a business; add guidance to help entities assess whether an acquired process is substantive; and narrow the definitions of a business and of outputs; etc.

(b) Definition of a Material (Amendments to IAS 1 and 8)

The main amendment is to clarify new definition of material. It states that “information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.” The amendments clarify that materiality will depend on the nature or magnitude of information. An entity will need to assess whether the information, either individually or in combination with other information, is material in the context of the financial statements. A misstatement of information is material if it could reasonably be expected to influence decisions made by the primary users.

  • (c) Interest Rate Benchmark Reform - Amendments to IFRS 9, IAS 39 and IFRS 7

The amendments include a number of exceptions, which apply to all hedging relationships that are directly affected by interest rate benchmark reform. A hedging relationship is directly affected if the interest rate benchmark reform gives rise to uncertainties about the timing and or amount of benchmark-based cash flows of the hedged item or the hedging instrument. Hence, the entity shall apply the exceptions to all hedging relationships directly affected by the interest rate benchmark reform.

  • 97 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The amendments include:

  • (1) Highly probable requirement When determining whether a forecast transaction is highly probable, an entity shall assume that the interest rate benchmark on which the hedged cash flows are based is not altered as a result of the interest rate benchmark reform.

  • (2) Prospective assessments

  • When performing prospective assessments, an entity shall assume that the interest rate benchmark on which the hedged item, hedged risk and/or hedging instrument are based is not altered as a result of the interest rate benchmark reform.

  • (3) IAS 39 retrospective assessment

  • An entity is not required to undertake the IAS 39 retrospective assessment (i.e. the actual results of the hedge are within a range of 80–125%) for hedging relationships directly affected by the interest rate benchmark reform.

  • (4) Separately identifiable risk components

  • For hedges of a non-contractually specified benchmark component of interest rate risk, an entity shall apply the separately identifiable requirement only at the inception of such hedging relationships.

The amendments also include the end of application of the exceptions requirements and the related disclosures requirements of the amendments.

The abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after 1 January 2020. The standards and interpretations have no material impact on the Group.

  • 98 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (3) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are not endorsed by FSC, but not yet adopted by the Group as at the end of the reporting period are listed below.
Items New, Revised or Amended Standards and Interpretations Effective Date
issued byIASB
a IFRS 10 “Consolidated Financial Statements” and IAS 28
“Investments in Associates and Joint Ventures” — Sale or
Contribution of Assets between an Investor and its
Associate or Joint Ventures
To be determined
by IASB
b IFRS 17 “Insurance Contracts” 1 January2021
c Classification of Liabilities as Current or Non-current –
Amendments to IAS 1
1 January 2022
  • (a) IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures - Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures

The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.

IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture. The effective date of the amendments has been postponed indefinitely, but early adoption is allowed.

  • 99 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (b) IFRS 17 Insurance Contracts

IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The fulfilment cash flows comprise of the following:

  • (1) estimates of future cash flows;

  • (2) Discount rate: an adjustment to reflect the time value of money and the financial risks related to the future cash flows, to the extent that the financial risks are not included in the estimates of the future cash flows; and

  • (3) a risk adjustment for non-financial risk.

The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims. Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.

  • (c) Classification of Liabilities as Current or Non-current – Amendments to IAS 1

These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.

The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Group’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. The new or amended standards and interpretations have no material impact on the Group.

  • 100 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

4. Summary of significant accounting policies

  • (1) Statement of Compliance

The consolidated financial statements of the Group for the years ended 31 December 2019 and 2018 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”) and International Financial Reporting Standards, International Accounting Standards, and Interpretations developed by the International Financial Reporting Interpretations Committee, which are endorsed by FSC (TIFRSs).

  • (2) Basis of Preparation

The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are expressed in thousands of New Taiwan Dollars (NT$) unless otherwise stated.

  • (3) Basis of Consolidation

Preparation principle of consolidated financial statement

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

  • (a) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

  • (b) exposure, or rights, to variable returns from its involvement with the investee, and

  • (c) the ability to use its power over the investee to affect its returns

  • 101 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

  • (a) the contractual arrangement with the other vote holders of the investee

  • (b) rights arising from other contractual arrangements

  • (c) the Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.

Subsidiaries are fully consolidated from the acquisition date, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies. All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.

A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.

Total comprehensive income of the subsidiaries is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

If the Group loses control of a subsidiary, it:

  • (a) derecognizes the assets (including goodwill) and liabilities of the subsidiary

  • (b) derecognizes the carrying amount of any non-controlling interest

  • (c) recognizes the fair value of the consideration received

  • (d) recognizes the fair value of any investment retained

  • (e) recognizes any surplus or deficit in profit or loss

  • (f) reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss

  • 102 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The consolidated entities are listed as follows:

Investor Subsidiary Main businesses Percentage of ownership (%) Note
31 December
2019
31 December
2018
The Company SINBON International Enterprise
Co.,Ltd.(SB BVI))
Holding company 100.00% 100.00%
The Company Hong Kong SINBON Electronics
Co., Ltd. (HKSB)
Selling a wide variety of
connectors, wires and
cables
100.00% 100.00%
The Company Super Elite Ltd.(SEL) General investment - 64.48% Note1
The Company Kwan-Ze Corporation Ltd.
(Kwan-Ze)
Selling a wide variety of
electronic materials and
holdingcompany
100.00% 100.00%
The Company SINBON USA L.L.C.
(SINBON USA)
Logistic center 100.00% 100.00%
The Company Beijing SINBON Tongan
Electronics Co., Ltd.(BJSB
Tongan)
Manufacturing and selling a
wide variety of connectors,
wires and cables
100.00% 100.00%
The Company SINBON Europe GmbH
(SINBON Europe)
Logistic center 100.00% 100.00%
The Company Radbon Avionics Inc.
(Radbon)
Selling signal cables and
cabin wiring.
55.00% 55.00%
The Company T-CONN Precision Co.,
Ltd.(T-CONN)
Manufacturing and selling a
wide variety of connectors,
wires and cables
61.18% 62.52% Note2
SB BVI Jiangyin SINBON Electronics Co.,
Ltd. (JYSB)
Manufacturing and selling a
wide variety of connectors,
wires and cables
100.00% 100.00%
SB BVI Shenzhen SINBON Electronics
Co., Ltd. (SZSB)
Selling a wide variety of
connectors, wires and
cables
100.00% 100.00%
SB BVI Shanghai SINBON Electronics
Co.,Ltd.(SHSB)
Selling a wide variety of
connectors and cables
100.00% 100.00%
SB BVI Tong Cheng SINBON Electronics
Co., Ltd. (TCSB)
Manufacturing and selling a
wide variety of connectors,
wires and cables
100.00% 100.00%
  • 103 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Investor Subsidiary Main businesses Percentage of ownership (%) Percentage of ownership (%) Note
31 December
2019
31 December
2018
T-CONN T-CONN Precision (Zhongshan)
Co., Ltd.(T-CONN Zhongshan)
Manufacturing and selling a
wide variety of connectors,
wires and cables
61.18% 62.52% Note2
T-CONN Super Progressive Ltd.
(SPL)
Logistic center 61.18% 62.52% Note2
BJSB Tongan Beijing SINBON Electronics Co.,
Ltd. (BJSB)
Manufacturing and selling a
wide variety of connectors,
wires and cables
100.00% 100.00% Note3
BJSB Tongan Jiangsu ENMAGIC Energy Co.,
Ltd. (JSEM)
Manufacturing and selling a
wide variety of connectors,
wires and cables
100.00% 100.00%
JSEM Kunshan ENMAGIC Energy Co.,
Ltd. (KSEM)
Manufacturing and selling a
wide variety of connectors,
wires and cables
100.00% - Note4
SINBON USA Worldwide Wire Harnesse Co.,
Ltd.(SST)
Holding Company 50.00% 50.00%
SINBON USA SINBON Circuits & Cables LLC
(C&C)
Manufacturing and selling a
wide variety of connectors,
wires and cables
51.00% 40.00% Note5
SST SINBON Technologies Tennessee
L.L.C.(STT)
Logistic Center 50.00% 50.00%
SINBON Europe SINBON Holding GmbH
(SINBON Elcotronic)
Holding company 51.00% 51.00%
SINBON
Electronic
SINBON Hungary Kft
(ET Hungary )
Manufacturing and selling a
wide variety of connectors,
wires and cables
51.00% 51.00%
SINBON
Electronic
SINBON Germany GmbH
(ET Germany)
Logistic center 51.00% 51.00%
  • 104 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • Note 1: SEL was closed down on 19 June 2019. The Group will not incorporate SEL’s gain or loss in its consolidated financial statement from the day the Group ceased to have control over SEL.

  • Note 2: In 2019, T-CONN raised capital; however, the Group did not acquire shares according to the shareholding percentage. Therefore, its ownership dropped from 62.52% to 61.18%.

  • Note 3: After signing the transfer agreement 5 September 2018, the shareholders’ rights and obligations of BJSB have been transferred to BJSB Tongan. On 2 January 2019, the change of registration was completed and approved by State Administration for Industry and Commerce of the People's Republic of China.

  • Note 4: On 9 January 2019, the Group newly invested RMB 3,000 thousand to found KSEM, and the Group had obtained full control of the Group. Accordingly, KSEM was consolidated.

  • Note 5: On 10 January 2019, the Group invested additional USD 1,100 thousand in C&C and increased the shareholding percentage to 51%. Accordingly, C&C was consolidated.

The subsidiaries included in the consolidated financial statements listed above, some of which financial statements are recorded as the basis of the verification by other accountants. As of 31 December 2019 and 2018, the related assets amounted to NT$3,188,875 thousand and NT$1,991,440 thousand. The net sales of these subsidiaries amounted to NT$3,966,252 thousand and NT$2,721,718 thousand.

(4) Foreign Currency Transactions

The Group’s consolidated financial statements are presented in New Taiwan Dollars (NT$), which is also the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency rates prevailing at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Non-monetary items measured at fair value in foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in foreign currency are translated using the exchange rates as at the dates of the initial transactions.

  • 105 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:

  • (a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.

  • (b) Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.

  • (c) Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.

When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.

(5) Translation of Foreign Currency Financial Statements

The assets and liabilities of foreign operations are translated into NT$ at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized.

  • 106 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation. In partial disposal of an associate or joint arrangement that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.

Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.

(6) Current and non-current distinction

An asset is classified as current when:

  • (a) The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle

  • (b) The Group holds the asset primarily for the purpose of trading

  • (c) The Group expects to realize the asset within twelve months after the reporting period

  • (d) The asset is cash or 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.

All other assets are classified as non-current.

A liability is classified as current when:

  • (a) The Group expects to settle the liability in its normal operating cycle

  • (b) The Group holds the liability primarily for the purpose of trading

  • (c) The liability is due to be settled within twelve months after the reporting period

  • 107 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (d) 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 the issue of equity instruments do not affect its classification.

All other liabilities are classified as non-current.

  • (7) Cash and cash equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid time deposits (including ones that have maturity within 3 months) or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

  • (8) Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.

(1)Financial instruments: Recognition and Measurement

The Group accounts for regular way purchase or sales of financial assets on the trade date.

The Group classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:

  • A. the Group’s business model for managing the financial assets

  • B. the contractual cash flow characteristics of the financial asset

  • 108 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Financial assets measured at amortized cost

A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:

  • A. the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and

  • B. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.

Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

  • A. purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition

  • B. financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods

  • 109 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Financial asset measured at fair value through other comprehensive income

A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:

  • A. the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and

  • B. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:

  • (a) A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.

  • (b) When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.

  • (c) Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

  • (i) Purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.

  • (ii) Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.

  • 110 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Besides, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Group made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represents a recovery of part of the cost of investment.

Financial asset measured at fair value through profit or loss

Financial assets were classified as measured at amortized cost or measured at fair value through other comprehensive income based on aforementioned criteria. All other financial assets were measured at fair value through profit or loss and presented on the balance sheet as financial assets measured at fair value through profit or loss.

Such financial assets are measured at fair value, the gains or losses resulting from remeasurement is recognized in profit or loss which includes any dividend or interest received on such financial assets.

(2) Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the balance sheet.

  • 111 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The Group measures expected credit losses of a financial instrument in a way that reflects:

  • (a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes

  • (b) the time value of money

  • (c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions

The loss allowance is measured as follows:

  • A. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Group measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.

  • B. At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.

  • C. For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.

  • D. For lease receivables arising from transactions within the scope of IFRS 16 (before 1 January 2019: IAS 17), the Group measures the loss allowance at an amount equal to lifetime expected credit losses.

At each reporting date, the Group needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.

  • 112 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(3)Derecognition of financial assets

A financial asset is derecognized when:

  • i. The rights to receive cash flows from the asset have expired

  • ii. The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred

  • iii. The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.

(4)Financial liabilities and equity

Classification between liabilities or equity

The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.

  • 113 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Compound instruments

The Group evaluates the terms of the convertible bonds issued to determine whether it contains both a liability and an equity component. Furthermore, the Group assesses if the economic characteristics and risks of the put and call options contained in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity element.

For the liability component excluding the derivatives, its fair value is determined based on the rate of interest applied at that time by the market to instruments of comparable credit status. The liability component is classified as a financial liability measured at amortized cost before the instrument is converted or settled. For the embedded derivative that is not closely related to the host contract (for example, if the exercise price of the embedded call or put option is not approximately equal on each exercise date to the amortized cost of the host debt instrument), it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies for an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Its carrying amount is not remeasured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IFRS 9 Financial Instruments.

Transaction costs are apportioned between the liability and equity components of the convertible bond based on the allocation of proceeds to the liability and equity components when the instruments are initially recognized.

On conversion of a convertible bond before maturity, the carrying amount of the liability component being the amortized cost at the date of conversion is transferred to equity.

  • 114 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Financial liabilities

Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated as at fair value through profit or loss.

A financial liability is classified as held for trading if:

  • i. it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term

  • ii. on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking

  • iii. it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument)

If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:

  • i. it eliminates or significantly reduces a measurement or recognition inconsistency; or

  • ii. a group of financial liabilities or financial assets and financial liabilities is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.

  • 115 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss including interest paid are recognized in profit or loss.

Financial liabilities at amortized cost

Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.

Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

(5) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

  • 116 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(9) Derivative instrument

The Group uses derivative instruments to hedge its foreign currency risks and interest rate risks. A derivative is classified in the balance sheet as assets or liabilities at fair value through profit or loss except for derivatives that are designated effective hedging instruments which are classified as derivative financial assets or liabilities for hedging.

Derivative instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The changes in fair value of derivatives are taken directly to profit or loss, except for the effective portion of hedges, which is recognized in either profit or loss or equity according to types of hedges used.

When the host contracts are either non-financial assets or liabilities, derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not designated at fair value though profit or loss.

(10) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(a) In the principal market for the asset or liability, or

  • (b) In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible to by the Group.

  • 117 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

(11) Inventories

Inventories are valued at lower of cost and net realizable value item by item.

Costs incurred in bringing each inventory to its present location and condition are accounted for as follows:

Raw materials - Purchase cost under weighted average cost method. Finished goods and work in progress – Cost of direct materials and labor and

a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

Rendering of services is accounted in accordance with IFRS 15 and not within the scope of inventories.

  • 118 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(12) Investments accounted for under the equity method

The Group’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Group has significant influence. A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture.

Under the equity method, the investment in the associate or an investment in a joint venture is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate or joint venture. After the interest in the associate or joint venture 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 or joint venture. Unrealized gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the Group’s related interest in the associate or joint venture.

When changes in the net assets of an associate or a joint venture occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Group’s percentage of ownership interests in the associate or joint venture, the Group recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate or joint venture on a pro-rata basis.

When the associate or joint venture issues new stock, and the Group’s interest in an associate or a joint venture is reduced or increased as the Group fails to acquire shares newly issued in the associate or joint venture proportionately to its original ownership interest, the increase or decrease in the interest in the associate or joint venture is recognized in additional paid-in capital and investment accounted for using the equity method. When the interest in the associate or joint venture is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Group disposes the associate or joint venture.

  • 119 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate or an investment in a joint venture is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures (before 1 January 2019: IAS 39 Financial Instruments: Recognition and Measurement ). If this is the case the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets . In determining the value in use of the investment, the Group estimates:

  • (a) Its share of the present value of the estimated future cash flows expected to be generated by the associate or joint venture, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or

  • (b) The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.

Because goodwill that forms part of the carrying amount of an investment in an associate or an investment in a joint venture is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets .

Upon loss of significant influence over the associate or joint venture, the Group measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. Furthermore, if an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the entity continues to apply the equity method and does not remeasure the retained interest.

  • 120 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(13) Property, plant and equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment . When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.

Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:

Items
Buildings
Machinery and equipment
Transportation equipment
Office equipment
Other equipment
Leasehold improvements
Useful Lives
550 years
315 years
510 years
310 years
215 years
Lower of leasehold years or useful lives

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.

The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate, and are treated as changes in accounting estimates.

  • 121 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(14) Leases

The accounting policy from 1 January 2019 is as follows:

For contracts entered on or after 1 January 2019, the Group assesses whether the 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 for a period of time, the Group assesses whether, throughout the period of use, has both of the following:

  • (a) the right to obtain substantially all of the economic benefits from use of the identified asset; and

  • (b) the right to direct the use of the identified asset.

The Group elected not to reassess whether a contract is, or contains, a lease on 1 January 2019. The Group is permitted to apply IFRS 16 to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 but not to apply IFRS 16 to contracts that were not previously identified as containing a lease applying IAS 17 and IFRIC 4.

For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Group for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximizing the use of observable information.

  • 122 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Group as a lessee

Except for leases that meet and elect short-term leases or leases of low-value assets, the Group recognizes right-of-use asset and lease liability for all leases which the Group is the lessee of those lease contracts.

At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:

  • (a) fixed payments (including in-substance fixed payments), less any lease incentives receivable;

  • (b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • (c) amounts expected to be payable by the lessee under residual value guarantees;

  • (d) the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and

  • (e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

After the commencement date, the Group measures the lease liability on an amortized cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.

At the commencement date, the Group measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:

  • (a) the amount of the initial measurement of the lease liability;

  • (b) any lease payments made at or before the commencement date, less any lease incentives received;

  • (c) any initial direct costs incurred by the lessee; and

  • (d) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

  • 123 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

For subsequent measurement of the right-of-use asset, the Group measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Group measures the right-of-use applying a cost model.

If the lease transfers ownership of the underlying asset to the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the Group depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset 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.

The Group applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.

Except for those leases that the Group accounted for as short-term leases or leases of low-value assets, the Group presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements comprehensive income.

For short-term leases or leases of low-value assets, the Group elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.

Group as a lessor

At inception of a contract, the Group classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Group recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.

  • 124 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

For a contract that contains lease components and non-lease components, the Group allocates the consideration in the contract applying IFRS 15.

The Group recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.

The accounting policy before 1 January 2019 is as follows:

Group as a lessee

Finance leases which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in profit or loss.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned.

  • 125 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(15) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.

A summary of the policies applied to the Group’s intangible assets is as follows:

ollows:
Useful lives
Amortization method used
Internally generated or acquired
Computer software
1~15 years
Amortized on a straight- line basis over the
estimated useful life
Acquired
  • 126 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(16) Impairment of non-financial assets

The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.

A cash generating unit, or groups of cash-generating units, to which goodwill has been allocated is tested for impairment annually at the same time, irrespective of whether there is any indication of impairment. If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill allocated to the cash generating unit (group of units), then to the other assets of the unit (group of units) pro rata on the basis of the carrying amount of each asset in the unit (group of units). Impairment losses relating to goodwill cannot be reversed in future periods for any reason.

An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.

  • 127 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(17) Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Provision for decommissioning, restoration and rehabilitation costs

The provision for decommissioning, restoration and rehabilitation costs arose on construction of a property, plant and equipment. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognized as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.

Provision for warranties

A provision is recognized for expected warranty claims on products sold, based on past experience, management’s judgement and other known factors.

(18) Revenue recognition

The Group’s revenue arising from contracts with customers are primarily related to sale of goods and rendering of services. The accounting policies are explained as follows:

  • 128 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Sale of goods

The Group manufactures and sells machinery. Sales are recognized when control of the goods is transferred to the customer and the goods are delivered to the customers. The main product of the Group are computer peripherals, connectors, wires and other parts and revenue is recognized based on the consideration stated in the contract.

The Group provides its customer with a warranty with the purchase of the products. The warranty provides assurance that the product will operate as expected by the customers. And the warranty is accounted in accordance with IAS 37.

The credit period of the Group’s sale of goods is from 60 to 120 days. For most of the contracts, when the Group transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as trade receivables. The Group usually collects the payments shortly after transfer of goods to customers; therefore, there is no significant financing component to the contract. For some of the contracts, the Group has transferred the goods to customers but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. Besides, in accordance with IFRS 9, the Group measures the loss allowance for a contract asset at an amount equal to the lifetime expected credit losses.

Rendering of services

The Group provides maintenance services for the sale of construction for solar photovoltaic power generation system. Such services are separately priced or negotiated, and provided based on contract periods.

Most of the contractual considerations of the Group are collected evenly throughout the contract periods. When the Group has performed the services to customers but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. However, for some rendering of services contracts, part of the consideration was received from customers upon signing the contract, and the Group has the obligation to provide the services subsequently; accordingly, these amounts are recognized as contract liabilities.

The period between the transfers of contract liabilities to revenue is usually within one year, thus, no significant financing component has arisen.

  • 129 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(19) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

(20) Government grants

Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. Where the grant relates to an asset, it is recognized as deferred income and released to income in equal amounts over the expected useful life of the related asset. When the grant relates to an expense item, it is recognized as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate.

Where the Group receives non-monetary grants, the asset and the grant are recorded gross at nominal amounts and released to the statement of comprehensive income over the expected useful life and pattern of consumption of the benefit of the underlying asset by equal annual installments. Where loans or similar assistance are provided by governments or related institutions with an interest rate below the current applicable market rate, the effect of this favorable interest is regarded as additional government grant.

(21) Post-employment benefits

All regular employees of the Company and its domestic subsidiaries are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Company and its domestic subsidiaries. Therefore fund assets are not included in the Group’s consolidated financial statements. Pension benefits for employees of the overseas subsidiaries and the branches are provided in accordance with the respective local regulations.

  • 130 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

For the defined contribution plan, the Company and its domestic subsidiaries will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due. Overseas subsidiaries and branches make contribution to the plan based on the requirements of local regulations.

Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Re-measurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:

(a) the date of the plan amendment or curtailment, and

(b) the date that the Group recognizes restructuring-related costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.

(22) Income taxes

Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.

  • 131 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.

Deferred tax

Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

  • i. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

  • ii. In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

  • i. Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

  • 132 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • ii. In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

(23) Business Combinations and Goodwill

Business combinations are accounted for using the acquisition method. The consideration transferred, the identifiable assets acquired and liabilities assumed are measured at acquisition date fair value. For each business combination, the acquirer measures any non-controlling interest in the acquire either at fair value or at the non-controlling interest’s proportionate share of the acquirer’s identifiable net assets. Acquisition-related costs are accounted for as expenses in the periods in which the costs are incurred and are classified under administrative expenses.

  • 133 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

When the Group acquires a business, it assesses the assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquire.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquire is remeasured to fair value at the acquisition date through profit or loss.

Any contingent consideration to be transferred by the acquirer will be recognized at the acquisition-date fair value. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognized in accordance with IFRS 9 Financial Instruments (before 1 January 2019: IAS 39 “Financial Instruments: Recognition and Measurement” either in profit or loss or as a change to other comprehensive income. However, if the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.

Goodwill is initially measured as the amount of the excess of the aggregate of the consideration transferred and the non-controlling interest over the net fair value of the identifiable assets acquired and the liabilities assumed. If this aggregate is lower than the fair value of the net assets acquired, the difference is recognized in profit or loss.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquire are assigned to those units. Each unit or group of units to which the goodwill is so allocated represents the lowest level within the Group at which the goodwill is monitored for internal management purpose and is not larger than an operating segment before aggregation.

  • 134 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation. Goodwill disposed of in this circumstance is measured based on the relative recoverable amounts of the operation disposed of and the portion of the cash-generating unit retained.

5. Significant accounting judgments, estimates and assumptions

The preparation of the Group’s consolidated financial statements require management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

(a) Fair value of financial instruments

Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flow model) or market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.

(b) Pension benefits

The cost of post-employment benefit and the present value of the pension obligation under defined benefit pension plans are determined using actuarial valuations. An actuarial valuation involves making various assumptions. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Please refer to Note 6 for more details.

  • 135 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(c) Income tax

Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Group company's domicile.

Deferred tax assets are recognized for all carryforward of unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies.

(d) Accounts receivables–estimation of impairment loss

The Group estimates the impairment loss of accounts receivables at an amount equal to lifetime expected credit losses. The credit loss is the present value of the difference between the contractual cash flows that are due under the contract (carrying amount) and the cash flows that expects to receive (evaluate forward looking information). However, as the impact from the discounting of short-term receivables is not material, the credit loss is measured by the undiscounted cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note 6 for more details.

  • 136 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(e) Inventories

Estimates of net realizable value of inventories take into consideration that inventories may be damaged, become wholly or partially obsolete, or their selling prices have declined. The estimates are based on the most reliable evidence available at the time the estimates are made. Please refer to Note 6 for more details.

6. Contents of significant accounts

(1)Cash and cash equivalents

Cash on hand
Demand deposits
Timedeposits
Total
As of 31 December As of 31 December
2019 2018
$24,050
3,406,670
148,469
$22,194
2,501,389
101,438
$3,579,189
$2,625,021
  • (2) Financial assets at fair value through profit or loss
Financial assets mandatorily at fair
value through profit or loss:
Stocks
Funds
Cross currency swaps
Embedded derivative-bond
Total
As of 31 December As of 31 December
2019 2018
$106,034
71,754
-
-
$80,034
81,110
9,873
82
$177,788
$171,099

Financial assets at fair value through profit or loss were not pledged.

  • 137 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(3) Notes receivables

(3) Notes receivables
Notes receivables arising from operating activities
Notes receivables arising from non-operating activities
Subtotal (total carrying amount)
Less: loss allowance
Total
As of 31 December
2019
$829,969
-
829,969
-
$829,969
2018

$468,086

-

468,086

-

$468,086

Part of the Group’s notes receivable have been signed into with recourse contracts with financial institutions. Please refer to Note 12.

Notes receivables were not pledged.

The Group follows the requirement of IFRS 9 to assess the impairment. Please refer to Note 6(17) for more details on loss allowance and Note 12 for details on credit risk management.

(4) Trade receivables

Trade receivables
Trade receivables
Less:loss allowance
Subtotal
Trade receivables from related parties
Total
As of 31 December
2019
2018
$4,083,626
$4,150,889
(27,176)
(27,655)
4,056,450
4,123,234

36,431
2,027
$4,092,881
$4,125,261
2019
$4,083,626
(27,176)
4,056,450

36,431
$4,092,881

Trade receivables were not pledged.

Trade receivables are generally on 60-120 day terms. The total carrying amount are NT$4,083,626 thousand and NT$4,150,889 thousand as of 31 December 2019 and 2018. Please refer to Note 6(17) for more details on loss allowance of trade receivables for the years ended 31 December 2019 and 2018. (Please refer to Note 12 for more details on credit risk management.)

  • 138 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(5) Inventories

Inventories
Raw materials
Supplies & parts
Work in progress
Finished goods
Merchandise
Total
As of 31 December
2019 2018
$1,290,327
43,692
276,183
1,469,587
1,419,648
$4,499,437
$1,178,724
40,602
186,773
1,244,919
876,936
$3,527,954

The inventory cost recognized as expenses for the years ended 31 December 2019 and 2018 were NT$13,296,502 thousand and NT$11,725,308 thousand, respectively. The price reduction of inventories related to cost of goods sold were NT$6,414 thousand and NT$22,238 thousand.

No inventories were pledged.

(6) Financial assets at fair value through other comprehensive income

Equity instrument investments measured
at fair value through other
comprehensive income – Non-current
Emerging companies stocks
Unlisted companies stocks
Total
As of 31 December As of 31 December
2019
$18,797
266,959
$285,756
2018
$15,698
261,029
$276,727

The Group disposed of the unlisted stocks of General Research of Electronics Inc. which were reported under equity instrument investments measured at fair value through other comprehensive income on 29 June 2018. Upon derecognition, the fair value of the investments was NT$0 thousand, and the cumulative disposal loss of NT$23,184 thousand was transferred from other components of equity to retained earnings.

  • 139 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The Group disposed of the listed stocks of INPAQ Technology Co., Ltd. which were reported under equity instrument investments measured at fair value through other comprehensive income on 18 April 2018 and 2 May 2018. Upon derecognition, the fair values of the investments were NT$913 thousand and NT$187,300 thousand and the cumulative disposal gain of NT$107 thousand and NT$19,725 thousand was transferred from other components of equity to retained earnings.

On 23 April 2018, the Group invested NT$646 thousand in Gongwin Biopharm Holdings Co., Ltd. In consideration of the Group’s investment strategy, the Group disposed of the emerging stocks of Gongwin Biopharm Holdings Co., Ltd., which were reported under equity instrument investments measured at fair value through other comprehensive income during the period. Upon derecognition, the fair value of the investments was NT$791 thousand, and the cumulative disposal gain of NT$145 thousand was transferred from other components of equity to retained earnings.

The return of paid-in capital for capital reduction from Top Taiwan II Venture Capital Co., Ltd., Top Taiwan III Venture Capital Co., Ltd. and Top Taiwan VII Venture Capital Co., Ltd. for the year ended 31 December 2019 were NT$525 thousand, NT$1,220 thousand and NT$4,592 thousand.

The return of paid-in capital for capital reduction from Top Taiwan II Venture Capital Co., Ltd., Top Taiwan III Venture Capital Co., Ltd. and Top Taiwan VII Venture Capital Co., Ltd. for the year ended 31 December 2018 were NT$775 thousand, NT$1,220 thousand and NT$5,204 thousand.

Financial assets at fair value through other comprehensive income were not pledged.

  • 140 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (7) Investments accounted for using the equity method

The following table lists the investments accounted for using the equity method of the Group:

The following table lists
method of the Group:
the investments accounted for using the equity the investments accounted for using the equity the investments accounted for using the equity
Investees
Investments in associates:
Listed company
Argocy Research Inc.
Unlisted companies
SINBON Circuits & Cables LLC
Top Taiwan IV Venture Capital
Co., Ltd.
Sardines Wisdom Technology
Co., Ltd.
Total
As of 31 December
2019
Carrying
amount
Percentage
of
ownership
(%)
$368,261
21.40%
(Note)
-
5,548
20.00%
-
26.64%
$373,809
2018
Carrying
amount
$368,261
(Note)
5,548
-
$373,809
Carrying
amount
$297,861
32,181
24,061
-
$354,103
Percentage
of
ownership
(%)
21.40%
40.00%
20.00%
26.64%

In the fourth quarter of 2018, the Group invested in Sardines Wisdom Technology Co., Ltd. (Sardines Wisdom) in the amount of NT$1,230 thousand, resulting in a rise in the shareholding ratio to 26.64%. Because Sardines Wisdom suffered losses and the Group didn’t intend to support Sardines Wisdom, the Group reduced the book value of the investment in Sardines Wisdom to zero through recognizing loss.

The return of paid-in capital for capital reduction from Top Taiwan IV Venture Capital Co., Ltd. for the years ended 31 December 2019 and 2018 were NT$8,400 thousand and NT$17,600 thousand, respectively.

Fair value of the investment in the associate when there is a quoted market price for the investment: Argocy Research Inc. is a listed entity on the Taiwan Stock Exchange (TWSE). The fair value of the investment in Argocy Research Inc. were NT$1,187,680 thousand, NT$526,199 thousand as of 31 December 2019 and 2018, respectively.

  • 141 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The Group’s investments in Argocy Research Inc., Top Taiwan IV Venture Capital Co., Ltd., SINBON Circuits & Cables LLC (Note) and Sardines Wisdom Technology Co., Ltd. are not individually material. The aggregate financial information of the Group’s share of its associates is as follows:

Profit or loss from continuing operations
Other comprehensive income (post-tax)
Total comprehensive income
For the years ended
31 December
For the years ended
31 December
2019
$83,796
29,200
$112,996
2018
$45,820
(2,107)
$43,713

Note: On 10 January 2019, the Group invested additional USD 1,100 thousand in SINBON Circuits & Cables LLC and increased the shareholding percentage to 51%. Accordingly, SINBON Circuits & Cables LLC was consolidated. Please refer to Note 6(24) for more details.

The associates had no contingent liabilities or capital commitments as at 31 December 2019 and 2018.

Our audit, insofar as it related to the investments accounted for under the equity method amounting to NT$373,809 thousand and NT$321,922 thousand as of 31 December 2019 and 2018; the related shares of investment income from the associates and joint ventures amounted to NT$83,796 thousand and NT$63,268 thousand for the years ended 31 December 2019 and 2018, respectively; and the related shares of other comprehensive income from the associates and joint ventures amounted to NT$29,200 thousand and NT$(2,107) thousand for the years ended 31 December 2019 and 2018, respectively; are based solely on the reports of other independent accountants.

  • 142 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(8) Property, plant and equipment

  • (1) Owner occupied property, plant and equipment (applicable under IFRS 16 requirements)
Cost: Land
$150,429
-
79
-
(85)
5,038
$155,461
Buildings
$1,663,172
-
4,203
(31,339)
(45,661)
100,788
$1,691,163
Machinery
and
equipment
$884,857
183,762
151,445
(50,473)
(29,687)
8,878
$1,148,742
Office
equipment
$136,682
22,352
24,058
(11,453)
(4,407)
10,113
$177,345
Transportatio
n equipment
$35,039
246
7,638
(12,902)
(719)
-
$29,302
Other
equipment
$242,223
11,635
79,470
(13,512)
(7,894)
3,074
$314,996
Leasehold
improvements
$11,910
-
-
-
(97)
-
$11,813
Construction
in progress
and
equipment
pending
examination
$142,426
-
178,228
-
(6,834)
(121,196)
$192,624
Total
$3,266,738
217,995
445,121
(119,679)
(95,384)
6,695
As of 1 January 2019
Additions
through
business combinations
Additions
Disposals
Exchange differences
Other changes
As of 31 December 2019
$3,721,486

Depreciation and

Depreciation and
impairment: $ -
-
-
-
-
$ -
$155,461
$621,087
-
72,744
(7,991)
(19,574)
$666,266
$1,024,897
$521,689
43,278
82,756
(42,260)
(17,457)
$588,006
$560,776
$101,389
13,964
18,932
(10,500)
(3,620)
$120,165
$57,180
$25,698
246
3,137
(11,846)
(531)
$16,704
$12,598
$133,903
3,526
42,263
(9,830)
(5,440)
$164,422
$150,574
$8,971
-
2,237
-
(102)
$11,106
$707
$ -
-
-
-
-
$ -
$192,624
$1,412,737
61,014
222,069
(82,427)
(46,724)
As of 1 January 2019
Additions
through
business combinations
Depreciation
Disposals
Exchange differences
As of 31 December 2019
Net carrying amount
as at:
$1,566,669
$2,154,817
31 December 2019

Note:The Group adopted IFRS 16 since 1 January 2019. The Goup elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • 143 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(2) Property, plant and equipment (prior to the application of IFRS 16)

Cost: Land
$150,429
-
-
-
-
$150,429
Buildings
$1,495,173
7,092
(4,987)
(28,974)
194,868
$1,663,172
Machinery
and
equipment
$760,073
138,950
(37,865)
(15,691)
39,390
$884,857
Office
equipment
$127,138
18,295
(7,011)
(2,155)
415
$136,682
Transportatio
n equipment
$32,603
4,632
(2,653)
(628)
1,085
$35,039
Other
equipment
$206,706
44,197
(11,931)
(4,598)
7,849
$242,223
Leasehold
improvements
$11,249
524
-
137
-
$11,910
Construction
in progress
and
equipment
pending
examination
$33,349
113,627
-
(1,570)
(2,980)
$142,426
Total
$2,816,720
327,317
(64,447)
(53,479)
240,627
As of 1 January 2018
Additions
Disposals
Exchange differences
Other changes
As of 31 December 2018
$3,266,738

Depreciation and

Depreciation and
impairment: $ -
-
-
-
-
$ -
$150,429
$572,938
65,133
(4,979)
(12,005)
-
$621,087
$1,042,085
$509,381
50,630
(27,710)
(10,612)
-
$521,689
$363,168
$96,297
13,001
(6,100)
(1,809)
-
$101,389
$35,293
$26,424
2,206
(2,388)
(544)
-
$25,698
$9,341
$118,488
27,436
(9,045)
(2,976)
-
$133,903
$108,320
$6,882
2,022
-
67
-
$8,971
$2,939
$ -
-
-
-
-
$ -
$142,426
$1,330,410
160,428
(50,222)
(27,879)
-
As of 1 January 2018
Depreciation
Disposals
Exchange differences
Other changes
As of 31 December 2018
Net carrying amount
as at:
$1,412,737
$1,854,001
31 December 2018

Property, plant and equipment was not pledged.

There is no capitalization of interest due to purchase of property, plant and equipment.

Components of building that have different useful lives are the main building structure and air conditioning, which are depreciated over 50 years and 25 years, respectively.

  • 144 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(9) Other non-current assets

ther non-current assets

Prepayment for equipment
Long-term deferred charges
Long-term prepaid rent
Refundable deposits
Other assets
Total
As of31 December
2019
$167,734
76,296
(Note)
109,141
754
$353,925
2018
$55,178
60,397
36,355
24,716
754
$177,400

Long-term prepaid rents were payments for land use rights as of 31 December 2018.

Note:The Group adopted IFRS 16 since 1 January 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

No other non-current assets were pledged.

(10) Short-term loans

Short-term loans
Unsecured bank loans
Interest rates applied
As of31 December
2019
2018
$2,728,412
$1,804,995
2019
2018
0.63%-3.25%
0.60%-5.00%
2019
$2,728,412
2019
0.63%-3.25%
$1,804,995
2018
0.60%-5.00%

The Group’s unused short-term lines of credits amounted to NT$488,942 thousand and NT$489,456 thousand as of 31 December 2019 and 2018, respectively.

  • 145 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(11) Financial liabilities at fair value through profit or loss

Held for trading:
Derivatives not designated as
hedging Instruments
Cross currency swaps
As of31
2019
$7,910
December
2018
$ -

(12) Bonds payable

Bonds payable
Liability component
Principal amount
Discounts on bonds payable
Subtotal
Less: current portion
Net
Embedded derivative
Equity component
As of31 December
2019 2018
$7,200
(59)
$411,600
(7,046)
7,141
(7,141)
404,554
(404,554)
$- $-
$- $(82)
$211 $12,061

Issuance of convertible bonds:

On 8 June 2017, the Company issued the sixth zero coupon unsecured convertible bonds. The terms of the convertible bonds were evaluated to include a liability component, embedded derivatives (a call option and a put option) and an equity component (an option for conversion into issuer’s ordinary shares). The terms of the bonds are as follows:

Issue amount: NT$500,000 thousand

Period: 8 June 2017 ~ 8 June 2020

  • 146 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Redemption clauses:

  • a. The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (9 September 2017) and prior to 40 days before the maturity date (29 April 2020), at the principal amount of the bonds with an interest calculated at the rate of 0% per annum (early redemption conversion price) if the closing price of the Company’s ordinary shares on the Taiwan Stock Exchange (TWSE) for a period of 30 consecutive trading days, is at least 130% of the conversion price.

  • b. The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (9 September 2017)and prior to 40 days before the maturity date (29 April 2020), at the early redemption conversion price if at least 90% in principal amount of the bonds has already been exchanged, redeemed, purchased or cancelled.

  • c. The Company may redeem the bonds in cash, within 5 trading days after the base date of withdrawing the bonds as stated on the “Withdrawal of Convertible Bonds Notice”, at the par value if the bondholders do not reply to the share affair agency in writing before the base date.

Reversal clauses:

  • a. The bondholders have the right to require the Company to redeem all or any portion of the bonds, 30 days prior to 2 year anniversary (8 June 2019) of the issuance, at the principal amount of the bonds with an interest calculated at the rate of 0.5% per annum.

Terms of Exchange:

  • a. Underlying Securities: Common shares of the Company

  • b. Exchange Period: The bonds are exchangeable at any time on or after 9 September 2017 and prior to 8 June 2020 into common shares of the Company.

  • 147 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • c. Exchange Price and Adjustment: The exchange price was originally NT$76.6 per share. The exchange price will be subject to adjustments upon the occurrence of certain events set out in the indenture.

In accordance with IFRS 9, said financial instrument is classified as an embedded derivative so the exercise price of the embedded put option is allocated to the liability component and equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. The difference between the equity component and the book value was recognized in profit or loss. The difference between the liability component and the book value was recognized in “Share premium-warrants”. The financial assets of convertible bonds are measured at amortized cost, fair value through profit or loss amounted to NT$0 thousand and NT$82 thousand as at 31 December 2019 and 2018, respectively.

The convertible bonds that have already been converted were NT$492,800 thousand and NT$88,400 thousand as at 31 December 2019 and 2018, respectively.

  • (13) Long-term deferred revenue
Long-term deferred revenue
Beginning balance
Amortization
Exchange differences
Ending balance
Deferred revenue - related to assets
For the years ended
31 December
2019
2018
$15,505
$16,256
(371)
(377)
(522)
(374)
$14,612
$15,505
As of 31 December
2018
$16,256
(377)
(374)
$15,505
2019
$14,612
2018
$15,505

Government grants have been received for the purchase of certain items of property, plant and equipment. There are no unfulfilled conditions or contingencies attached to these grants.

  • 148 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(14) Post-employment benefits

Defined contribution plan

The Company and its domestic subsidiaries adopt a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company and its domestic subsidiaries will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company and its domestic subsidiaries have made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.

Subsidiaries located in the People’s Republic of China will contribute social welfare benefits based on a certain percentage of employees’ salaries or wages to the employees’ individual pension accounts.

Pension benefits for employees of overseas subsidiaries and branches are provided in accordance with the local regulations.

Pension expenses under the defined contribution plan for the years ended 31 December 2019 and 2018 were NT$37,823 thousand and NT$28,514 thousand, respectively.

Defined benefits plan

The Company and its domestic subsidiaries adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company and its domestic subsidiaries contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Company and its domestic subsidiaries assess the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company and its domestic subsidiaries will make up the difference in one appropriation before the end of March the following year.

  • 149 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under discretionary accounts, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19.The Group expects to contribute NT$4,560 thousand to its defined benefit plan during the 12 months beginning after 31 December 2019.

The weighted average duration of the defined benefits obligation was 13.5 years as of 31 December 2019.

Pension costs recognized in profit or loss are as follows:

Current service costs
Net interest on the net defined benefit
liabilities(Assets)
Total
For the years ended
31 December
For the years ended
31 December
2019 2018
$1,197
948
$1,340
1,185
$2,145 $2,525
  • 150 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Reconciliations of liabilities (assets) of the defined benefit obligation and plan assets at fair value are as follows:

plan assets at fair value are as follows:
Defined benefit obligation
Plan assets at fair value
Net defined benefit liabilities, noncurrent
recognized on the consolidated balance sheets
31 Dec. 2019

$138,518
(62,086)
$76,432
As of
31 Dec. 2018

$144,516
(56,006)
$88,510
1 Jan. 2018
$147,616
(58,320)
$89,296

Reconciliation of liabilities (assets) of the defined benefit plan are as follows:

follows:
As of 1 January 2018
Current service cost
Interest expense (income)
Subtotal
Remeasurements of the defined benefit liabilities
/assets:
Actuarial gains and losses arising from changes in
demographic assumptions
Experience adjustments
Remeasurements of the defined benefit assets
Subtotal
Payments of benefit obligation
Contributions by employer
As of 31 December 2018
Current period service costs
Interest expense (income)
Subtotal
As of
Defined benefit
obligation

Plan assets at
fair value
Net defined
benefit
liabilities
$147,616
1,340
1,992
$ (58,320)
-
(807)
$89,296
1,340
1,185
150,948
4,248
(1,300)
-
(59,127)
-
-
(1,778)

91,821
4,248
(1,300)
(1,778)
2,948 (1,778) 1,170
(9,380)
-
9,380
(4,481)
-
(4,481)
144,516
1,197
1,589
(56,006)
-
(641)
88,510
1,197
948
147,302 (56,647) (90,665)
  • 151 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Remeasurements of the defined benefit liabilities
/assets:
Actuarial gains and losses arising from changes in
demographic assumptions
Experience adjustments
Remeasurements of the defined benefit assets
Subtotal
Payments of benefit obligation
Contributions by employer
As of 31 December 2019
As of
Defined benefit
obligation

Plan assets at
fair value
Net defined
benefit
liabilities
(7,651)
-
-
(2,012)
(7,651)
(2,012)
(7,651) (2,012) (9,663)
(1,133)
-
1,133
(4,560)
-
(4,560)
$138,518 $(62,086) $76,432

The principal assumptions used in determining the Company’s defined benefit plan are shown below:

benefit plan are shown below:
Discount rate
Expected rate of salary increases
As of 31 December
2019 2018
1.10%
3.00%
1.10%
3.00%

Sensitivity analysis for significant assumption are shown below:

Discount rate increase by 0.50%
Discount rate decrease by 0.50%
Future salary increase by 1.00%
Future salary decrease by 1.00%
For theyears ended 31 December For theyears ended 31 December For theyears ended 31 December For theyears ended 31 December
2019 2018
Defined
benefit
obligation
increase
Defined
benefit
obligation
decrease

Defined
benefit
obligation
increase
Defined
benefit
obligation
decrease
$ -
7,408
14,967
-
$6,849
-
-
13,082
$ -
9,065
18,380
-
$8,320
-
-
15,837
  • 152 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.

There was no change in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.

(15) Equities

(a) Common stock

The Company’s authorized capital was NT$4,500,000 thousand as of 31 December 2019 and 2018. The issued capital was NT$2,325,237 thousand and NT$2,257,273 thousand in a total of 232,524 thousand shares and 225,727 thousand shares, respectively. Each share has one voting right and a right to receive dividends.

The investors requested to convert the Company’s convertible bonds into common stocks by issuing new common shares from 1 January 2019 to 31 December 2019 amount to NT$59,740 thousand in a total of 5,975 thousand shares and amount to NT$58,283 thousand had been completed the registration process for 5,829 thousand shares as of 31 December 2019. The rest has not yet been completed. Therefore, the accumulated book value of certificates of bond - to - stock conversion is NT$1,457 thousand in a total of 146 thousand shares.

As of 1 January 2019, the accumulated book value of certificates of bond - to - stock conversion that had completed the registration process amounted to NT$9,681 thousand in a total of 968 thousand shares as of 31 March 2019.

  • 153 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(b) Capital surplus

(b) Capital surplus
Additional paid-in capital
Treasury share transactions
Share of changes in net assets of associates
and joint ventures accounted for using the
equity method
Difference between consideration received
and carrying amount of interests in
subsidiaries acquired/disposed of
Premium from merger
Share options
Total
As of 31 December
2019
$1,241,283
5,749
(1,690)
(17,477)
705
211
$1,228,781
2018
$890,036
5,749
(1,690)
(2,775)
705
12,061
$904,086

According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.

(c) Retained earnings and dividend policies

According to the Company’s Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:

  • a. Payment of all taxes and dues

  • b. Offset prior years’ operation losses

  • c. Set aside 10% as legal reserve

  • d. Set aside or reverse special reserve in accordance with law and regulations

  • e. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.

  • 154 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The policy of dividend distribution should reflect factors such as the current and future investment environment, fund requirements, domestic and international competition and capital budgets; as well as the interest of the shareholders, share bonus equilibrium and long-term financial planning etc. The Board of Directors shall make the distribution proposal annually and present it at the shareholders’ meeting. The Company’s Articles of Incorporation further provide that no more than 90% of the dividends to shareholders, if any, could be paid in the form of share dividends. Accordingly, at least 10% of the dividends must be paid in the form of cash.

As the Company is undergoing a growth stage, the policy of dividend distribution should reflect its long-term financial planning. The Board of Directors shall make the distribution proposal annually and present it at the Shareholder’s meeting every year. The distribution of shareholders dividend shall be allocated cash dividends to be distributed may not be less than 10% of total dividends to be distributed.

According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total paid-in capital. The legal reserve can be used to make good the deficit of the Company. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the shareholders.

Pursuant to existing regulation, the Company is required to appropriate addition special reserve in the amount equal to the net debit balance of the other components of shareholders’ equity. However, if any of the debit elements is reversed, the special reverse in the amount equal to the reversal maybe released for earnings distribution or offsetting accumulated deficit.

Following the adoption of TIFRS, the FSC on 6 April 2012 issued Order No. Jin-Guan-Cheng-Fa-Zi-1010012865, which sets out the following provisions for compliance:

  • 155 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

On a public company's first-time adoption of the TIFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders’ equity that the company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside an equal amount of special reserve. Following a company’s adoption of the TIFRS for the preparation of its financial reports, when distributing distributable earnings, it shall set aside to special reserve, from the profit/loss of the current period and the undistributed earnings from the previous period, an amount equal to “other net deductions from shareholders’ equity for the current fiscal year, provided that if the company has already set aside special reserve according to the requirements in the preceding point, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed.

The Company did not reverse any special reserve as a result of use, disposal or reclassification of related assets in 31 December 2019 and 2018.

Details of the 2019 and 2018 earnings distribution and dividends per share as approved and resolved by the Board of Directors’ meeting and shareholders’ meeting on 20 March 2020 and 6 June 2019, respectively, are as follows:


Common stock -cash dividend
Legal reserve
Special reserve
Total
Appropriation of earnings Appropriation of earnings Dividendper share(NT$) Dividendper share(NT$)
2019 2018 2019 2018
$1,233,721
172,624
139,290
$1,026,622
141,348
108,492
$5.3 $4.5
$1,545,635 $1,276,462

Please refer to Note 6(19) for details on employees’ compensation and remuneration to directors and supervisors.

  • 156 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(d) Non-controlling interests

Non-controlling interests
Beginning balance
Gains attributable to non-controlling interests
Other comprehensive income, attributable to
non-controlling interests, net of tax:
Exchange differences resulting from
translating the financial statements of
foreign operations
Disposal of the shares of the subsidiary
Dividend distribution of the subsidiary
Acquisition of the shares of the subsidiary
Acquisition of new shares in a subsidiary not
in proportionate to ownership interest
Ending balance
For the years ended
31 December
2019 2018
$223,989
(40,660)
(4,637)
92
(2,102)
63,400
39,724
$279,806
$211,619
(41,948)
(2,681)
(1,120)
-
(906)
59,025
$223,989

(16) Operating revenue

Revenue from contracts with customers
Sale of goods
Other operating revenue
Total
For the years ended
31 December
2019
2018
$17,757,374
$15,437,646
128,796
207,607
$17,886,170
$15,645,253
2019
$17,757,374
128,796
$17,886,170

Analysis of revenue from contracts with customers for the years ended 31 December 2019 and 2018 are as follows:

  • 157 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(1) Disaggregation of revenue

For the year ended 31 December 2019

Green Industrial Medical
Energy Application Health Automotive Communication Total
Sale of goods $3,934,043 $5,295,767 $1,730,263 $1,654,895 $5,142,406 $17,757,374
Other 1,170 48,894 15,975 15,279 47,478 128,796
operating
revenues
Total $3,935,213 $5,344,661 $1,746,238 $1,670,174 $5,189,884 $17,886,170
Timing of
revenue
recognition :
At a point $3,935,213 $5,344,661 $1,746,238 $1,670,174 $5,189,884 $17,886,170
in time
Over time - - - - - -
Total $3,935,213 $5,344,661 $1,746,238 $1,670,174 $5,189,884 $17,886,170
For the year ended 31 December 2018
Green Industrial Medical
Energy Application Health Automotive Communication
Total
Sale of goods $3,086,850 $4,217,090 $1,503,019 $1,606,493 $5,024,194 $15,437,646
Other 10,383 67,341 24,001 25,653 80,229 207,607
operating
revenues
Total $3,097,233 $4,284,431 $1,527,020 $1,632,146 $5,104,423 $15,645,253
Timing of
revenue
recognition :
At a point $3,097,233 $4,284,431 $1,527,020 $1,632,146 $5,104,423 $15,645,253
in time
Over time - - - - - -
Total $3,097,233 $4,284,431 $1,527,020 $1,632,146 $5,104,423 $15,645,253
  • 158 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(2) Contract balances

Contract liabilities – current

Sales of goods As of
31 Dec. 2019 31 Dec. 2018 1 Jan. 2018
$964,723
$328,405

$153,313

For the years ended 31 December 2019 and 2018, contract liabilities increase as the consideration received from customers did not satisfy its performance obligations.

  • (3) Transaction price allocated to unsatisfied performance obligations

None.

  • (4) Assets recognized from costs to fulfil a contract

None.

  • (17) Expected credit losses
Expected credit losses
Operation expense- Expected credit losses
Trade receivables
For the years ended
31 December
2019 2018
$669 $1,061

Please refer to Note 12 for more details on credit risk.

The Group measures the loss allowance of its trade receivables (including note receivables and trade receivables) at an amount equal to lifetime expected credit losses. The assessment of the Group’s loss allowance as at 31 December 2019 and 2018 are as follows:

  • 159 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

31 December 2019

Not yet due
(Note)

Gross carrying
amount
$4,648,870
Loss ratio
-%
Lifetime expected
credit losses
-
Carrying amount
$4,648,870
31 December
Not yet due
(Note)

Gross carrying
amount
$4,359,983
Loss ratio
-%
Lifetime expected
credit losses
-
Carrying amount
$4,359,983
Overdue >=121 days
$57,556

30%-100%
(27,176)
$30,380
>=121 days
$37,430

30-100%
(27,655)
$9,775
Total
<=30 days
31-60 days
61-90 days

$13,512
-%
-
$13,512
Overdue
91-120 days

$12,298
-%
-
$158,765
$59,025
-%
-%
$4,950,026
-
-
(27,176)
$158,765
$59,025
$12,298
$4,922,850
2018 Total
<=30 days
31-60 days
61-90 days

$8,524
-%
-
$8,524
91-120 days

$6,895
-%
-
$185,637
$22,533
-%
-%
$4,621,002
-
-
(27,655)
$185,637
$22,533
$6,895 $4,593,347

Note: The Group’s note receivables are not overdue.

The movement in the provision for impairment of note receivables and trade receivables during the years ended 31 December 2019 and 2018 are as follows:

are as follows:
As of 1 January 2019
Write off
Addition/(reversal) for the current period
Exchange difference
As of 31 December 2019
As of 1 January 2018 (in accordance with IAS 39)
As of 1 January 2018 transition adjustment to
retained earnings
As of 1 January 2018 (in accordance with IFRS 9)
Write off
Addition/(reversal) for the current period
Exchange difference
As of 31 December 2018
Note receivables
$ -
-
-
-
$-
$ -
-
-
-
-
-
$-
Trade receivables
$27,655
(757)
669
(391)
$27,176
$51,620
-
51,620
(25,733)
1,061
707
$27,655
  • 160 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (18) Leases

  • (1) The Group is a lessee (Adoption of the related disclosure in IFRS 16)

The Group leases various properties, including real estate such as land and buildings, machinery and equipment, transportation equipment, office equipment and other equipment. The lease terms range from 1 to 16 years.

The Group’s leases effect on the financial position, financial performance and cash flows are as follow:

  • A. Amounts recognized in the balance sheet

  • (a) Right-of-use asset

The carrying amount of right-of-use assets

Land
Buildings
Machinery and equipment
Transportation equipment
Total
As of 31 December As of 31 December
2019 2018(Note)
$35,053
138,639

19,195

25,252
$218,139

Note: The Group adopted IFRS 16 since 1 January 2019. The

Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

During the year ended 31 December 2019, the Group’s additions to right-of-use assets amounting to NT$142,375 thousand.

  • 161 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(b) Lease liabilities

Lease liabilities
Lease liabilities
Current
Non-Current
Total
As of 31 December
2019
2018(Note)
$51,312
131,633
$182,945

Please refer to Note 6(20)(c) for the interest on lease liabilities recognized during the year ended 31 December 2019 and refer to Note 12 (5) liquidity risk management for the maturity analysis for lease liabilities as at 31 December 2019.

Note: The Group adopted IFRS 16 since 1 January 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • B. Amounts recognized in the statement of profit or loss

Depreciation charge for right-of-use assets

Land
Buildings
Machinery and equipment
Transportation equipment
Other equipment
Total
For the years ended
31 December
For the years ended
31 December
2019
2018(Note)
$1,070
43,893
3,745
9,641
828
$59,177

Note:The Group adopted IFRS 16 since 1 January 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • 162 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • C. Income and costs relating to leasing activities
The expenses relating to
short-term leases
For the years ended
31 December
For the years ended
31 December
2019 2018(Note)
$23,399

Note: The Group adopted IFRS 16 since 1 January 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • D. Cash outflow related to lessee and lease activity

During the year ended 31 December 2019, the Group’s total cash outflows for leases amounting to NT$89,704 thousand.

  • (2) Operating lease commitments - Group as a lessee (applicable to the disclosure requirement in IAS 17)

The Group has entered into commercial leases on certain property, plant and equipment. These leases have an average life of three to five years with no renewal option included in the contracts. There are no restrictions placed upon the Group by entering into these leases.

Future minimum rentals payable under non-cancellable operating leases as at 31 December 2019 and 2018 are as follows:

Not later than one year
Later than one year and not later
than five years
Later than five years
Total
As of 31 December As of 31 December
2019(Note) 2018
$48,982
46,510
-
$95,492
  • 163 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Operating lease expense recognized as followed:


Minimum lease payments
Contingent rents
Total
For the years ended
31 December
For the years ended
31 December
2019(Note) 2018
$45,734
-
$45,734
  • Note: The Group adopted IFRS 16 since 1 January 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • (19) Summary statement of employee benefits, depreciation and amortization expenses by function for the years ended 31 December 2019 and 2018:

2019 and 2018:
For theyears ended 31 December
2019 2018
Operating
costs
Operating
expenses
Total Operating
costs

Operating
expenses
Total
Employee benefits expense
Salaries $1,262,716 $1,298,139 $2,560,855 $755,356 $1,097,325 $1,852,681
Labor and health insurance 132,763
142,728

275,491
101,045 126,907
227,952
Pension 12,630
27,338

39,968
6,584 24,455
31,039
Other employee benefits expense
72,001

69,209

141,210
73,667 56,997
130,664
Depreciation 164,230
117,016

281,246
88,698 71,730
160,428
Amortization 12,300
39,822

52,122
9,309 35,825
45,134

The number of employees for Company and its subsidiaries were 6,604 and 5,912 as of 31 December 2019 and 2018.

According to the Articles of Incorporation, 1% to 15% of profit of the current year is distributable as employees’ compensation and no higher than 3% of profit of the current year is distributable as remuneration to directors and supervisors. However, the company's accumulated losses shall have been covered. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.

  • 164 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Based on profit of 31 December 2019, the Company estimated the amounts of the employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2019 to be 1.50% and 0.87% of profit, respectively. The employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2019 amount to NT$30,000 thousand and NT$17,350 thousand respectively, recognized as employee benefits expense.

A resolution was passed at the Board of Directors meeting held on 20 March 2020 to distribute NT$30,000 thousand and NT$17,350 thousand in cash as employees’ compensation and remuneration to directors and supervisors of 2019, respectively. Differences between the estimated amount and the actual distribution of the employee compensation and remuneration to directors and supervisors for the year ended 31 December 2019 are recognized in profit or loss of the subsequent year in 2019.

The employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2018 amount to NT$24,000 thousand and NT$15,300 thousand, respectively. No material differences exist between the estimated amount and the actual distribution of the employee bonuses and remuneration to directors and supervisors for the year ended 31 December 2018.

(20) Non-operating income and expenses

(a) Other income

Other income
Sample income
Dividend income
Interest income
Financial assets measured at amortized
costs
Others
Total
For theyears ended 31 December
2019
$49,471
29,438
13,476
104,901
$197,286
2018
$44,491
18,117
11,454
52,031
$126,093
  • 165 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(b) Other gains and losses

For theyears ended 31 December
2019
2018
Foreign exchange gains, net
$36,192
$113,221
Gains on disposal of investments
4,847
-
Gains (Losses) on disposal of property,
plant and equipment
28,232
(4,626)
Gains of financial asset at fair value
through profit or loss(Note1)
1,707
38,949
(Losses) Gains of financial liabilities at fair
value through profit or loss(Note2)
(7,910)
44,727
Other expense
(18,776)
(32,434)
Total
$44,292
$159,837
For theyears ended 31 December For theyears ended 31 December
2019 2018
$113,221
-
(4,626)
38,949
44,727
(32,434)
$159,837
$44,292

Note:

  1. Balances were arising from financial assets mandatorily measured at fair value through profit or loss.

  2. Balances were arising from held for trading financial liabilities.

(c) Finance costs

For the years ended 31 December For the years ended 31 December
2019 2018
Interest on loans from bank $41,469 $37,726
Interest on bonds payable 1,769 5,645
Interest on lease liabilities 5,731 (Note)
Total $48,969 $43,371

Note:The Group adopted IFRS 16 since 1 January 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • 166 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(21) Components of other comprehensive income

For the year ended 31 December 2019:

Arising during
theperiod
Reclassification
adjustments
during the
period
Not to be reclassified to profit or loss in subsequent
periods:
Remeasurements of defined benefit plans
$9,663
$ -
Unrealized gains from equity instruments
investments measured at fair value through
other comprehensive income
15,392
-
Share of other comprehensive income of
associates and joint ventures accounted for
using the equity method
35,149
-
To be reclassified to profit or loss in subsequent
periods:
Exchange differences resulting from translating
the financial statements of a foreign operation
(239,925)
-
Total of other comprehensive income
$(179,721)
$ -
For the year ended 31 December 2018
Arising during
theperiod
Reclassification
adjustments
during the
period
Not to be reclassified to profit or loss in subsequent
periods:
Remeasurements of defined benefit plans
$(1,170)
$ -
Unrealized gains from equity instruments
investments measured at fair value through
other comprehensive income
110,611
-
Share of other comprehensive income of
associates and joint ventures accounted for
using the equity method
(2,107)
-
To be reclassified to profit or loss in subsequent
periods:
Exchange differences resulting from translating
the financial statements of a foreign operation
(106,632)
-
Total of other comprehensive income
$702
$ -
Arising during
theperiod
Reclassification
adjustments
during the
period
Other
comprehensiv
e income,
before tax
Income tax
relating to
components of
other
comprehensiv
e income

Other
comprehensiv
e income, net
of tax
$9,663
15,392
35,149

(239,925)
$ -
-
-
-
$9,663
15,392
35,149
(239,925)
$(1,933)
-
-
45,457
$7,730
15,392
35,149
(194,468)
$(179,721) $ - $(179,721) $43,524 $136,197
Other
comprehensiv
e income,
before tax
Income tax
relating to
components of
other
comprehensiv
e income

Other
comprehensiv
e income, net
of tax
$(1,170)
110,611
(2,107)

(106,632)
$ -
-
-

-
$(1,170)
110,611
(2,107)
(106,632)
$1,624
-
-
22,757
$454
110,611
(2,107)
(83,875)
$702 $ - $702 $24,381 $25,083
  • 167 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(22) Income tax

Based on the amendments to the Income Tax Act announced on 7 February 2018, the Company’s applicable corporate income tax rate for the year ended 31 December 2018 has changed from 17% to 20%. The corporate income surtax on undistributed retained earnings has changed from 10% to 5%.

The major components of income tax expense (income) are as follows:

Income tax expense recognized in profit or loss

Current income tax expense :
Current income tax charge
Adjustments in respect of current income tax
of prior periods
Deferred tax expense:
Deferred tax expense relating to origination
and reversal of temporary differences
Adjustments of prior year’s defferred income
tax
Reversal of deferred income tax
Deferred tax expense (income) relating to
changes in tax rate or the imposition of new
taxes
Total income tax expense
For the years ended
31 December
For the years ended
31 December
2019
$526,626
(62,155)
(25,202)
47,741
3,686
716
$491,312
2018
$422,390
(24,246)
131,584
144
(2,058)
20,725
$548,539
  • 168 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Income tax relating to components of other comprehensive income

Deferred tax income:
Exchange differences on translation
of foreign operations
Remeasurements of defined benefit plans
Income tax relating to components of other
comprehensive income
For the years ended
31 December
For the years ended
31 December
2019
$(45,457)
1,933
$(43,524)
2018
$(22,757)
(1,624)
$(24,381)

A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:

Accounting profit before tax from continuing
operations
At the Company’s statutory income tax rate
Tax effect of revenues exempt from taxation
Tax effect of expenses not deductible for tax purposes
Tax effect of deferred tax assets/liabilities
Corporate income surtax on undistributed retained
earnings
Tax effect of different tax rates for entities in other tax
regions
Adjustments in respect of deferred income tax of prior
periods
Adjustments in respect of current income tax of prior
periods
Deferred tax expense (income) relating to changes in
tax rate or the imposition of new taxes
Total income tax expense recognized in profit or loss
For the years ended
31 December
For the years ended
31 December
2019 2018
$2,169,163 $1,920,068
$433,833
(104,517)

3,216
229,956
5,066
(62,544)
47,741
(62,155)
716
$384,014
(55,486)
3,906
189,009
14,485
15,988
144
(24,246)
20,725
$491,312 $548,539
  • 169 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Deferred tax assets (liabilities) relate to the following:

For the year ended 31 December 2019

Temporary differences
Exchange differences on
translation of foreign
operations
Investments accounted for
using the equity method
Unrealized intragroup profits
and losses
Unrealized foreign exchange
gains or losses
Loss from price recovery
(reduction) of inventories
Revaluations
of
financial
liabilities at fair value through
profit or loss
Remeasurements of defined
benefit plans
Non-current
liability

Defined benefit liability
Deferred income-government
grants
Accumulated losses
Loss allowance
Allowance for sales discounts
Convertible bonds
Depreciation
Deferred
tax
(income)
/expense
Net
deferred
tax
assets
(liabilities)
Reflected in balance sheet as
follows:
Deferred tax assets
Deferred tax liabilities
Balance as of
1 January
$37,648
(286,623)
7,901
(220)
5,897
(8,261)
9,501
10,053
3,876
7,087
974
-
(1,052)
(2,085)
$(215,304)
$82,937
$298,241
Recognized in
profit or loss
$ -
(40,322)
9,155
5,012
2,321
1,732
-
682
(1,606)
(3,686)
-
189
8
(426)
$(26,941)
Recognized in
other
comprehensive
income
$45,457
-
-
-
-
-
(1,933)
-
-
-
-
-
-
-
$43,524
Exchange
differences
$ -
3,081
-
-
(95)
-
-
(97)
(78)
-
-
-
-
86
$2,897
Balance as of
31 December
$83,105
(323,864)
17,056
4,792
8,123
(6,529)
7,568
10,638
2,192
3,401
974
189
(1,044)
(2,425)
$(195,824)
$138,038
$333,862
  • 170 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

For the year ended 31 December 2018

Temporary differences
Exchange differences on
translation of foreign
operations
Investments accounted for
using the equity method
Unrealized intragroup profits
and losses
Unrealized foreign exchange
gains or losses
Loss from price recovery
(reduction) of inventories
Revaluations
of
financial
liabilities at fair value through
profit or loss
Remeasurements of defined
benefit plans
Non-current
liability

Defined benefit liability
Deferred income-government
grants
Accumulated losses
Loss allowance
Convertible bonds
Depreciation
Deferred
tax
(income)
/expense
Net
deferred
tax
assets
(liabilities)
Reflected in balance sheet as
follows:
Deferred tax assets
Deferred tax liabilities
Balance as of
1 January
$14,891
(156,340)
5,963
(3,040)
18,275
7,119
7,877
8,576
4,065
4,273
709
(825)
(513)
$(88,970)
$71,748
$160,718
Recognized in
profit or loss
$ -
(128,952)
1,938
2,820
(12,257)
(15,380)
-
293
(95)
2,814
265
(227)
(1,614)
$(150,395)
Recognized in
other
comprehensive
income
$22,757
-
-
-
-
-
1,624
-
-
-
-
-
-
$24,381
Exchange
differences
$ -
(1,331)
-
-
(121)
-
-
1,184
(94)
-
-
-
42
$(320)
Balance as of
31 December
$37,648
(286,623)
7,901
(220)
5,897
(8,261)
9,501
10,053
3,876
7,087
974
(1,052)
(2,085)
$(215,304)
$82,937
$298,241
  • 171 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Unrecognized deferred tax liabilities relating to the investment in subsidiaries

The Company shall recognize the relevant deferred income tax liabilities for the income tax payable that may arise when the undistributed surplus of a foreign subsidiary is remitted back, in accordance with the undistributed surplus expected to be allocated by the future subsidiary.

The assessment of income tax returns

As of 31 December 2019, the assessment of the income tax returns of the Company and its subsidiaries is as follows:

The Company
Subsidiary- Kwan-Ze Corporation Ltd.
Subsidiary- T-CONN Precision Co., Ltd.
Subsidiary- Radbon Avionics Inc.
The assessment of income tax returns
Assessed and approved up to 2017
Assessed and approved up to 2017
Assessed and approved up to 2017
Assessed and approved up to 2017

(23) Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

  • 172 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(a) Basic earnings per share
Profit attributable to ordinary equity holders of the
Company
Weighted average number of ordinary shares
outstanding for basic earnings per share (in
thousands)
Basic earnings per share (NT$)
(b) Diluted earnings per share
Profit attributable to ordinary equity holders of the
Company
Add: Interest expense from convertible bonds
Profit attributable to ordinary equity holders of the
Company after dilution
Weighted average number of ordinary shares
outstanding for basic earnings per share (in
thousands)
Effect of dilution:
Employee compensation-stock (in thousands)
Convertible bonds (in thousands)
Weighted average number of ordinary shares
outstanding after dilution (in thousands)
Diluted earnings per share (NT$)
For the years ended
31 December
For the years ended
31 December
2019
$1,718,511
230,104
$7.47
$1,718,511
1,415
$1,719,926
230,104
242
2,659
233,005
$7.38
2018
$1,413,477
225,685
$6.26
$1,413,477
4,516
$1,417,993
225,685
290
6,352
232,327
$6.10

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date of completion of the financial statements.

  • 173 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(24) Business Combinations

Acquisition of C&C

On 10 January 2019, in order to expand the production in US , the Group invested additional USD 1,100 thousand in C&C to acquire the 11% shares with voting rights, and increased the shareholding percentage from 40% to 51%. Accordingly, C&C was consolidated.

The Group has selected to measure the non-controlling interest of C&C at fair value.

The fair value of the identifiable assets and liabilities of C&C at the date of acquisition were:

Asset
Cash and cash equivalent
Account receivable
Inventories
Prepayments
Property, plant and equipment
Right-of-use asset
Liability
Short-term loans
Account payable
Lease liability, current
Other payables
Current portion of long-term loans
Other current liabilities
Lease liability, noncurrent
Long-term loans
Identifiable net assets
Amount
$9,863
56,292
91,015
1,943
156,981
11,152
327,246
74,569
63,162
2,209
30,965
7,298
9,494
8,164
1,999
197,860
$129,386
  • 174 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Acquisition consideration

Acquisition consideration
Cash flow analysis of acquisition:
Transaction costs of the acquisition
Net cash acquired with the subsidiary
Net cash flow on acquisition
Amount
$(33,882)
9,863
$(24,019)
  • (25) Change of Ownership of subsidiaries

Acquisition of issued shares of subsidiaries

On 18 January 2018, the Group further acquired 10% shares with voting rights from Radbon which is a sub-subsidiary of the Group. Thus, the Group increased its ownership in the entity to 100%. Cash paid to non-controlling interest shareholder amounted to NT$1,426 thousand. Net asset of Radbon was NT$9,060 thousand. The additional equity information such as reduction of non-controlling interests and adjustment of other comprehensive income or loss are as follows:

comprehensive income or loss are as follows:
Cash consideration paid to the non-controlling
shareholders
Decrease to non-controlling interests
Difference in additional paid-in capital from
investee under equity method
Amount
$1,426
(906)
$520

Acquisition of new shares in a subsidiary not proportionate to ownership

interest

T-CONN Precision Co., Ltd.(T-CONN) issued new shares on 10 December 2019, however the Group did not purchase the new shares according to its shareholding percentage, consequently the ownership interest in T-CONN was reduced to 61.18%. The Group received additional cash from the issuance of new shares in the amount of NT$41,466 thousand. The following table is a schedule of interest disposed of by T-CONN including changes in non-controlling interests:

  • 175 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Additional cash received from the issuance of new
shares
Increase to non-controlling interests
Difference recognized in capital surplus or retained
earning within equity
Amount
$(41,466)
39,724
$(1,742)

Radbon issued new shares on 27 June 2018, however the Group did not purchase the new shares according to its shareholding percentage, consequently the ownership interest in Radbon was reduced to 55%. The Group received additional intangible assets from the issuance of new shares in the amount of NT$27,000 thousand. The carrying amount of Radbon’s net assets was NT$60,000 thousand. The following table is a schedule of interest disposed of by Radbon including changes in non-controlling interests:

non-controlling interests:
Additional intangible assets received from the
issuance of new shares
Increase to non-controlling interests
Difference recognized in capital surplus or retained
earning within equity
Amount
$(27,000)
27,000
$ -

7. Related party transactions

Information of the related parties that had transactions with the Group during the financial reporting period is as follows:

Name and nature of relationship of the related parties

Name of the relatedparties

Argosy Research Inc.

Shanghai Huangze Electronic Co., Ltd.

SINBON Circuits & Cables LLC(Note)
Nature of relationship of the related
parties
Associate
Substantive related party
Associate

Note: On 10 January 2019, the Group acquired additional investment of SINBON Circuits & Cables LLC, its ownership raised from 40% to 51% and transfers to consolidated individual.

  • 176 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Significant transactions with related parties

(a) Sales

Associates
Others
For the years ended
31 December
For the years ended
31 December
2019
$36,597
2018
$9,983

The sales price to the above related parties was determined through mutual agreement based on the market rates. The collection periods for domestic sales to related parties were month-end 60~120 days, while the term for overseas sales were 45~75 days from FOB shipping point. The outstanding balance as of 31 December 2019 and 2018 was unsecured, non-interest bearing and must be settled in cash. The receivables from the related parties were not guaranteed.

(b) Purchases

Associates
Others
Other related parties
Others
Total
For the years ended
31 December
For the years ended
31 December
2019
$78
124
$202
2018
$2,177
115
$2,292

The purchase price from the above related parties was determined through mutual agreement based on the market rates. The payment terms from the related party suppliers are comparable with third party suppliers and are between one to four months.

  • 177 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(c) Accounts Receivable-Related Parties

Associates
Others
As of 31 December As of 31 December
2019
$36,431
2018
$2,027

(d) Others Receivable-Related Parties

Associates
Others
As of 31 December As of 31 December
2019
$ -
2018
$1,752

(e) Accounts Payable-Related Parties

Associates
Others
As of 31 December As of 31 December
2019
$ -
2018
$183
  • (f) Others Payable-Related Parties
Associates
Others
As of 31 December As of 31 December
2019
$125
2018
$17
  • (g) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Total
For the years ended
31 December
For the years ended
31 December
2019
$220,314
39,969
$260,283
2018
$176,475
31,039
$207,514
  • 178 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

8. Assets pledged as security

None.

9. Commitments and contingencies

The Company provided guarantees for subsidiaries’ financing to banks for the year ended 31 December 2019. Please refer to Note 13.1(2).

10. Losses due to major disasters

None.

11. Significant subsequent events

None.

12. Financial instruments

  • (1) Categories of financial instruments

Financial assets

Financial assets
Financial assets at fair value through profit or loss:
Mandatorily measured at Fair value through profit
or loss
Financial assets at fair value through other
comprehensive income
Financial assets measured at amortized cost(Note1)
Total
As of 31 December
2019
$177,788
285,756
8,615,872
$9,079,416
2018
$171,099
276,727
7,378,464
$7,826,290
  • 179 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Financial liabilities
Financial liabilities at amortized cost:
Short-term loans
Notes and accounts payable
Bonds payable (including current portion with
maturity less than 1 year)
Long-term loans (including current portion with
maturity less than 1 year)
Others payables
Lease liability
Subtotal
Financial liabilities at fair value through profit or loss:
Held for trading
Total
As of 31 December As of 31 December
2019
$2,728,412
3,594,399
7,141
10,163
1,063,082
182,945
7,586,142
7,910
$7,594,052
2018
$1,804,995
3,337,688
404,554
10,041
875,407
(Note2)
6,432,685
-
$6,432,685

Note:

  • 1.Including cash and cash equivalents, notes receivable, trade receivables and other receivables.

  • 2.The Group adopted IFRS 16 on 1 January 2019. The Group elected not to restate prior periods in accordance with the transition provision in IFRS 16.

(2) Financial risk management objectives and policies

The Group’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Group identifies measures and manages the aforementioned risks based on the Group’s policy and risk appetite.

The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.

  • 180 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(3) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk, interest rate risk and other price risk (such as equity risk).

In practice, it is rarely the case that a single risk variable will change independently from other risk variable, there are usually interdependencies between risk variables. However the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.

Foreign currency risk

The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense are denominated in a different currency from the Group’s functional currency) and the Group’s net investments in foreign subsidiaries.

The Group has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore natural hedge is received. The Group also uses forward contracts to hedge the foreign currency risk on certain items denominated in foreign currencies. Hedge accounting is not applied as they did not qualify for hedge accounting criteria. Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Group.

The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Group’s profit is performed on significant monetary items denominated in foreign currencies as at the end of the reporting period. The Group’s foreign currency risk is mainly related to the volatility in the exchange rates for USD and RMB.

  • 181 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt instrument investments at variable interest rates, bank borrowings with fixed interest rates and variable interest rates.

The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including investments and borrowings with variable interest rates and interest rate swaps. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit.

Pre-tax sensitivity analysis of changes in related risk factors for the years ended 31 December 2019 and 2018 are as follows:

For the year ended 31 December 2019

Main Risk
Foreign currency risk
Interest rate risk
Fluctuation
NTD/USD rate +/− 1%
NTD/RMB rate +/− 1%
Market rate +/− 10 basis
points
Sensitivity of
profit/loss
+/−$12,064
+/−$460
+/−$2,746
Sensitivity of
equity
+/−$237
+/−$12,396
-

For the year ended 31 December 2018

Main Risk
Foreign currency risk
Interest rate risk
Fluctuation
NTD/USD rate +/− 1%
NTD/RMB rate +/− 1%
Market rate +/− 10 basis
points
Sensitivity of
profit/loss
+/−$16,917
+/−$115
+/−$1,609
Sensitivity of
equity
+/−$251
+/−$9,712
-
  • 182 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Equity price risk

The fair value of the Group’s listed and unlisted equity securities and conversion rights of the Euro-convertible bonds issued are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group’s listed and unlisted equity securities are classified under financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive income, while conversion rights of the Euro-convertible bonds issued are classified as financial liabilities at fair value through profit or loss as it does not satisfy the definition of an equity component. The Group manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Group’s senior management on a regular basis. The Group’s Board of Directors reviews and approves all equity investment decisions.

At the reporting date, a change of 10% in the price measured at fair value through profit or loss could increase/decrease the Group’s profit for the years ended 31 December 2019 and 2018 by NT$10,603 thousand and NT$8,003 thousand, respectively.

At the reporting date, a change of 10% in the price of the listed companies stocks classified as equity instruments investments measured at fair value through other comprehensive income could have an impact of NT$1,880 thousand and NT$1,570 thousand on the equity attributable to the Group for the years ended 31 December 2019 and 2018, respectively.

Please refer to Note (12)9 for sensitivity analysis information of other equity instruments or derivatives that are linked to such equity instruments whose fair value measurement is categorized under Level 3.

  • 183 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(4) Credit risk management

Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Group is exposed to credit risk from operating activities (primarily for accounts receivables and notes receivables) and from its financing activities, including bank deposits and other financial instruments.

Credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Group’s internal rating criteria etc. Certain counter parties’ credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment or insurance.

As of 31 December 2019 and 2018, amounts receivables from top ten customers represented 28% and 22% of the total accounts receivables of the Group, respectively. The credit concentration risk of other accounts receivables is insignificant.

Credit risk from balances with banks, fixed income securities and other financial instruments is managed by the Group’s treasury in accordance with the Group’s policy. The Group only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating. Consequently, there is no significant credit risk for these counter parties.

(5) Liquidity risk management

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments, bank borrowings, convertible bonds and finance leases. The table below summarizes the maturity profile of the Group’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as of the end of the reporting period.

  • 184 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Non-derivative financial liabilities

As of31 December2019
Loans
Account payables
Convertible bonds
Lease liabilities
As of 31 December 2018
Loans
Account payables
Convertible bonds
Less than 1year
$2,733,189
3,594,399
7,213
57,103
$1,831,295
3,337,688
408,610
2 to 3years
$5,651
-
-
89,364
$4,823
-
-
4 to 5years
$2,339
-
-
50,231
$2,871
-
-
> 5years
$ -
-
-
2,866
$ -
-
-
Total
$2,741,179
3,594,399
7,213
199,564
$1,838,989
3,337,688
408,610

Derivative financial liabilities

As of31 December2019
Cross Currency swaps
Net settlement - outflow
Less than 1year
$(7,910)
2 to 3years
$ -
4 to 5years
$ -
> 5years
$ -
Total
$(7,910)

As of 31 December 2018

None

The table above contains the undiscounted net cash flows of derivative liabilities instruments.

  • (6) Reconciliation of liabilities from financing activities

Reconciliation of liabilities for the year ended 31 December 2019:

As of 1 January 2019
Cash flow
Non-cash change
Acquisition
Currency change
As of 31 December 2019
Short-term
loans
$1,804,995
848,848
-
74,569
-
$2,728,412
Long-term
deferred
income
$15,505
(371)
-
-
(522)
$14,612
Long-term
loan(including
maturity within a
year)
$10,041
(9,175)
-
9,297
-
$10,163
Lease
liabilities
$90,771
(66,305)
148,106
10,373
-
$182,945
Deposits
received
$13,430
(13,428)
-
-
-
$2
Total liabilities
from financing
activities
$1,934,742
759,569
148,106
94,239
(522)
$2,936,134
  • 185 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Reconciliation of liabilities for the year ended 31 December 2018:

As of 1 January 2018
Cash flow
Currency change
As of 31 December 2018
Short-term
loans
$1,594,624
210,371
-
$1,804,995
Long-term
deferred
income
$16,256
(377)
(374)
$15,505
Long-term
loan(including
maturity within a
year)
$ -
10,041
-
$10,041
Deposits
received
$ -
13,430
-
$13,430
Total liabilities
from financing
activities
$1,610,880
233,465
(374)
$1,843,971
  • (7) Fair values of financial instruments

  • (a) The methods and assumptions applied in determining the fair value of financial instruments:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Group to measure or disclose the fair values of financial assets and financial liabilities:

  • a. The carrying amount of cash and cash equivalents, accounts receivables, accounts payable and other current liabilities approximate their fair value due to their short maturities.

  • b. For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (including listed equity securities, beneficiary certificates, bonds and futures etc.) at the reporting date.

  • c. Fair value of equity instruments without market quotations (including private placement of listed equity securities, unquoted public company and private company equity securities) are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information (for example, inputs such as discount for lack of marketability, P/E ratio of similar entities and Price-Book ratio of similar entities).

  • 186 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • d. Fair value of debt instruments without market quotations, bank loans, bonds payable and other non-current liabilities are determined based on the counterparty prices or valuation method. The valuation method uses DCF method as a basis, and the assumptions such as the interest rate and discount rate are primarily based on relevant information of similar instrument (such as yield curves published by the Taipei Exchange, average prices for Fixed Rate Commercial Paper published by Reuters and credit risk, etc.)

  • e. The fair value of derivatives which are not options and without market quotations, is determined based on the counterparty prices or discounted cash flow analysis using interest rate yield curve for the contract period. Fair value of option-based derivative financial instruments is obtained using on the counterparty prices or appropriate option pricing model (for example, Black-Scholes model) or other valuation method (for example, Monte Carlo Simulation).

  • (b) Fair value of financial instruments measured at amortized cost

The carrying amount of the Group’s financial assets and liabilities measured at amortized cost approximate their fair value.

  • (c) Fair value measurement hierarchy for financial instruments

Please refer to Note 12(9) for fair value measurement hierarchy for financial instruments of the Group.

  • (8) Derivative financial instruments

The related information for derivative financial instruments not qualified for hedge accounting and not yet settled as of 30 June 2019, 31 December 2018 and 30 June 2018 are as follows:

  • 187 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Cross currency swaps and currency option contracts

The Group entered into cross currency swaps and currency option contracts to manage its exposure to financial risk, but these contracts are not designated as hedging instruments. The table below lists the information related to cross currency swaps option and currency option contracts:

Items
As of 31 December 2019
Cross currency swaps
As of 31 December 2018
Cross currency swaps
Notional Amount(in thousands)
USD
17,000
USD
28,000
Contract Period
11 January 2019 – 27 February 2020
2 January 2018 – 13 March 2019

Embedded derivatives

The embedded derivatives arising from issuing convertible bonds have been separated from the host contract and carried at fair value through profit or loss. Please refer to Note 6(12) for further information on this transaction.

The counterparties for the aforementioned derivatives transactions are well known local or overseas banks, as they have sound credit ratings, the credit risk is insignificant.

With regard to the forward exchange contracts, currency option contracts and cross currency swaps, as they have been entered into to hedge the foreign currency risk of net assets or net liabilities, and there will be corresponding cash inflow or outflows upon maturity and the Group has sufficient operating funds, the cash flow risk is insignificant.

  • (9) Fair value measurement hierarchy

  • (a) Fair value measurement hierarchy

All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:

  • 188 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 – Unobservable inputs for the asset or liability

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.

  • (b) Fair value measurement hierarchy of the Group’s assets and liabilities

The Group does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Group’s assets and liabilities measured at fair value on a recurring basis is as follows:

As of 31 December 2019

As of 31 December 2019
Financial assets:
Financial assets at fair value through profit
or loss
Funds
Stocks
Financial assets at fair value through other
comprehensive income
Equity instrument measured at fair value
through other comprehensive income
Financial liabilities:
Financial liabilities at fair value through
profit or loss
Cross currency swaps
Level 1
$71,754
106,034

18,797
$ -
Level 2
$ -
-
-
$7,910
Level 3
$ -
-
266,959
$ -
Total
$71,754
106,034
285,756
$7,910
  • 189 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

As at 31 December 2018

As at 31 December 2018
Financial assets:
Financial assets at fair value through profit
or loss
Funds
Stocks
Cross currency swaps
Embedded derivative - Bond
Financial assets at fair value through other
comprehensive income
Equity instrument measured at fair value
through other comprehensive income
Level 1
$81,110
80,034
-
-

15,698
Level 2
$ -
-
9,873
82
-
Level 3
$ -
-
-
-
261,029
Total
$81,110
80,034
9,873
82
276,727

Transfers between Level 1 and Level 2 during the period

During the years ended 31 December 2019 and 2018, there were no transfers between Level 1 and Level 2 fair value measurements.

Reconciliation for fair value measurements in Level 3 of the fair value hierarchy for movements during the period is as follows:

Beginning balances as of 1 January 2019
Total gains and losses recognized for the
year ended 31 December 2019:
Amount recognized in OCI (presented in
“Unrealized gains (losses) from equity
instruments investments measured at fair
value through other comprehensive income)
The return of paid-in capital for capital reduction
Effect of currency
Ending balances as of 31 December 2019
Assets
At fair value through other
comprehensive income
Stocks
$261,029
12,293
(6,337)
(26)
$266,959
  • 190 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Beginning balances as of 1 January 2018
Total gains and losses recognized for the
year ended 31 December 2019:
Amount recognized in OCI (presented in
“Unrealized gains (losses) from equity
instruments investments measured at fair
value through other comprehensive income)
The return of paid-in capital for capital reduction
Ending balances as of 31 December 2018
Assets
At fair value through other
comprehensive income
Stocks
$231,424
36,804
(7,199)
$261,029

Information on significant unobservable inputs to valuation

Description of significant unobservable inputs to valuation of recurring fair value measurements categorized within Level 3 of the fair value hierarchy is as follows:

As of 31 December 2019

Financial assets:
At fair value through
profit or loss
Stocks and others
Valuation
techniques
Significant
unobservable inputs

Quantitative
information


Relationship
between inputs
and fair value
Sensitivity of the input to
fair value
Market approach Discount for lack of
marketability
30% The higher the
discount for lack
of marketability,
the lower the fair
value of the
stocks
10% increase (decrease)
in the discount for lack
of marketability would
result in increase
(decrease) in the Group’s
profit or loss by
NT$26,696 thousand
  • 191 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

As of 31 December 2018

Financial assets:
At fair value through
profit or loss
Stocks and others
Valuation
techniques
Significant
unobservable inputs

Quantitative
information


Relationship
between inputs
and fair value
Sensitivity of the input to
fair value
Asset approach Discount for lack of
marketability
30% The higher the
discount for lack
of marketability,
the lower the fair
value of the
stocks
10% increase (decrease)
in the discount for lack
of marketability would
result in increase
(decrease) in the Group’s
profit or loss by
NT$26,103 thousand

Valuation process used for fair value measurements categorized within Level 3 of the fair value hierarchy

The Group’s Financial Department is responsible for validating the fair value measurements and ensuring that the results of the valuation are in line with market conditions, based on independent and reliable inputs which are consistent with other information, and represent exercisable prices. The Department analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group’s accounting policies at each reporting date.

  • (c) Fair value measurement hierarchy of the Group’s assets and liabilities not measured at fair value but for which the fair value is disclosed.

As of 31 December 2019 Level 1 Level 2 Level 3 Total Financial assets not measured at fair value but for which the fair value is disclosed: Investments accounted for using the equity method(please refer to Note 6(7)) $1,187,680 $ - $ - $1,187,680

  • 192 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

As of 31 December 2018
Financial assets not measured at fair
value but for which the fair value is
disclosed:
Investments accounted for using the
equity method(please refer to Note 6(7))
Level 1 Level 2 Level 3 Total
$526,199
$ -
$ -
$526,199

(10) Significant assets and liabilities denominated in foreign currencies

Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:

Financial assets
Monetaryitems:
USD
RMB
EUR
Financial liabilities
Monetaryitems:
USD
RMB
EUR
As of 31 December 2019
Foreign
exchange
rate
NTD
30.11
$3,679,682
4.32
2,824,878
33.75
142,927
30.11
2,449,527
4.32
1,539,264
33.75
30,630
As of 31 December 2018 31 December 2018
Foreign
currencies
$122,224
653,646
4,235
81,363
356,169
908
Foreign
exchange
rate
30.11
4.32
33.75
30.11
4.32
33.75
Foreign
currencies
$101,785
558,943
3,066
45,923
339,406
661
Foreign
exchange
rate
30.73
4.48
35.20
30.73
4.48
35.20
NTD
$3,128,157
2,501,964
107,940
1,411,342
1,519,250
23,281

The Group has a number of different functional currencies; therefore, we are unable to disclose the exchange loss and gain of monetary financial assets and financial liabilities under each foreign currency that has significant impact. The Group had NT$36,192 thousand and NT$113,221 thousand foreign exchange gains for the years ended 31 December 2018 and 2019, respectively.

  • 193 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The above information is disclosed based on the carrying amount of foreign currency (after conversion to functional currency).

(11) Capital management

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payments to shareholders, return capital to shareholders or issue new shares.

(12) Transfer of financial assets information

Part of the Group's notes receivable have been signed into with recourse contracts with financial institutions. Yet the Group transferred the cash flow rights of such receivables, the company still bear the credit risk that notes receivable can not be collected, which does not meet the derecognition of financial assets. The transaction related information is as follows:

Counterparty
BOCOM Beijing Development Zone Branch
HSBC Bank (China) Beijing Company Limited
ICBC Anqing Tongcheng Branch
BOCOM Anqing Tongcheng Branch
HSBC Bank (China) Shanghai Company Limited
Amount to be
transferred
$212,301
158,607
59,082
15,353
3,890
Amount have been
advancedNote
$212,301
158,607
59,082
15,353
3,890

Note: Recorded in short-term loans

  • 194 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

13. Other disclosure

  • (1) Information at significant transactions

  • (a) Financing provided to others for the year ended 31 December 2019: Please refer to Attachment 1.

  • (b) Endorsement/Guarantee provided to others for the year ended 31 December 2019: Please refer to Attachment 2.

  • (c) Securities held as of 31 December 2019: Please refer to Attachment 3.

  • (d) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended 31 December 2019: None

  • (e) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended 31 December 2019: None.

  • (f) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended 31 December 2019: None.

  • (g) Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of the capital stock for the year ended 31 December 2019: Please refer to Attachment 4.

  • (h) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2019: Please refer to Attachment 5.

  • (i) Financial instruments and derivative transactions: Please refer to Note 12 (8).

  • (j) The business relationship, significant transactions and amounts between parent company and subsidiaries: Please refer to Attachment 6.

  • 195 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (2) Information on investees:

Names, locations, main businesses and products, original investment amount, investment as of 31 December 2019, net income (loss) of investee company and investment income (loss) recognized as of 31 December 2019: Please refer to Attachment 7.

  • (3) Information on investments in mainland China

  • (a) Investment in Mainland China: Please refer to Attachment 8.

  • (b) Directly or indirectly significant transactions through third regions with the investees in Mainland China: Please refer to Attachment 2,4,5 and 6.

14. Segment information

For management purposes, the Group is organized into business units based on their products and services and has three reportable operating segments as follows:

  • (1) Cable Segment: The segment focuses on manufacturing and sale of cable assemblies.

  • (2) Electronic Segment: The segment is in charge of selling various electronic connectors and electronic components.

  • (3) Management Operation Segment: The segment focuses on managing investment and other businesses beyond the scopes of Cable Segment and Electronic Segment.

Operating segments have been aggregated to be reported as aforementioned operating segments.

  • 196 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured based on accounting policies consistent with those in the consolidated financial statements. However income taxes are managed on a group basis and are not allocated to operating segments.

Transfer prices between operating segment are on an arm’s length basis in a manner similar to transactions with third parties.

Information on profit or loss, assets and liabilities of the reportable segment for the year ended 31 December 2019 and 2018 were as of :

For the year ended 31 December 2019

Revenue External customer Inter-segment Total revenue Segment profit

Green
Energy
$3,935,213
14,144
$3,949,357
$611,162
Industrial
Application
$5,344,661
1,622,135
$6,966,796
$596,876
Medical
Health
$1,746,238
529,993
$2,276,231
$195,015
Automotive
$1,670,174
506,907
$2,177,081
$186,520
Communication
$5,189,884
1,575,159
$6,765,043
$579,591
Reconciliation
and Eliminated
(Note)
$ -
(4,248,338)
$(4,248,338)
$ -
Total
$17,886,170
-
$17,886,170
$2,169,164

Note: Inter-segment revenues were eliminated when consolidated.

For the year ended 31 December 2018

Revenue
External customer
Inter-segment
Total revenue
Segment profit
Green
Energy
$3,086,850
63,527
$3,150,377
$398,721
Industrial
Application
$4,287,976
1,165,839
$5,453,815
$519,453
Medical and
Health Care
$1,528,284
415,518
$1,943,802
$185,139
Automotive
$1,633,497
444,125
$2,077,622
$197,885
Communication
$5,108,646
1,388,968
$6,497,614
$618,870
Reconciliation
and Eliminated
(Note)
$ -
(3,477,977)
$(3,477,977)
$ -
Total
$15,645,253
-
$15,645,253
$1,920,068

Note: Inter-segment revenues were eliminated when consolidated.

  • 197 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Information on assets and liabilities of the Group’s operating segments as of 31 December 2019 and 2018:

Segment assets:

31 December 2019 31 December 2018

Green
Energy
$3,401,270
$2,596,862
Industrial
Application
$8,485,345
$2,999,731
Medical
Health
$2,772,381
$1,069,138
Automotive
$2,651,618
$1,142,743
Communication
$8,239,615
$3,573,846
Reconciliation
and Eliminated
(Note)
$(8,365,262)
$2,819,216
Total
$17,184,967
$14,201,536

Segment liabilities:

31 December 2019 31 December 2018

Green
Energy
$1,748,314
$1,299,369
Industrial
Application
$3,428,509
$2054,470
Medical
Health
$1,120,182
$732,236
Automotive
$1,071,388
$782,647
Communication
$3,329,221
$2,447,672
Reconciliation
and Eliminated
(Note)
$(1,309,860)
$88,510
Total
$9,387,754
$7,404,904

(a) Geographical information

i. Revenue from external customers:

Revenue from external customers:
Mainland China (Hong Kong)
United States
Taiwan
Other countries
Total
For theyears ended 31 December
2019 2018
$10,105,185
3,344,293
1,028,200
3,408,492
$9,269,754
2,414,415
780,945
3,180,139
$17,886,170 $15,645,253

The revenue information above is based on the location of the customers.

  • 198 -

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

ii. Non-current assets:

Non-current assets:
Mainland China
Taiwan
United States
Other
Total
As of 31 December
2019 2018
$1,859,210
1,629,786
60,804
66,285
$1,314,091
1,229,336
35,943
260,618
$3,616,085 $2,839,988
  • (b) Information about major customers

There’s no sales revenue from a single customer accounting for over 10% of revenue on income statement for the years ended 31 December 2019 and 2018.

  • 199 -

Attachment 1: Financing provided to others for the year ended 31 December 2019

No. Lender
(Note 1)
Counterparty Financial
statement
account
Related
Party
Maximum
balance for
the
period
Ending
balance
Actual
amount
provided
Interest
rate
Nature of
financing
Amount of sales
to
(purchases from)
counter-party
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit of financing
amount
for individual
counter-party
(Note2)
Limit of total
financing
amount
(Note3)
Item Value
0 The
Company
ET Hungary Other
receivables
Y $68,000 $67,498 $13,500 0.00% Note 4 $ - Need for
operating
$ - - $ - $3,006,963 $3,006,963
1 BJSB BJSB Tongan Other
receivables
Y $46,046 $43,217 $ - 0.00% Note 4 $ - Need for
operating
$ - - $ - $90,856 $90,856

Note 1: The above transations were all made between consolidated entities in the Group and have been reversed.

Note 2: Total financing limit for individual counterparty was set at 40% of the lender's net worth of the financial which were audited by independent accountants as of 31 December 2019.

The Company: $7,517,407*40%=$3,006,963

BJSB: $227,141*40%=$90,856

Note 3: Total financing limit for individual counterparty was set at 40% of the lender's net worth of the financial report which were audited by independent accountants as of 31 December 2019. The Company: $7,517,407*40%=$3,006,963

BJSB: $227,141*40%=$90,856

Note 4: For short-term financing.

-200-

Attachment 2: Endorsement/Guarantee provided to others as of 31 December 2019

(Note 1)
No.
Endorsor/
Guarantor
Receiving party Receiving party Limit of
guarantee/endorseme
nt amount for
receiving party
(Note 3)
Maximum
balance for
the period
Ending
balance
Actual
amount
provided
Amount of
collateral
guarantee/
endorsemen
t
Percentage of
accumulated
guarantee amount
to net assets value
from the latest
financial statement
Limit of total
guarantee/
endorsement
amount
(Note 4)
Parent company's
guarantee/
endorsement
amount to
subsidiaries
(Note 5)
Subsidiaries'
guarantee/
endorsement
amount to parent
company
(Note 5)
Guarantee/
endorsement
amount to
company in
Mainland China
(Note 5)
Company name Releationship
(Note 2)
0 The Company SHSB 2 $3,006,963 $47,418 $45,159 $ - none 0.60% $7,517,407 Y N Y
0 The Company SZSB 2 $3,006,963 $15,806 $15,053 $ - none 0.20% $7,517,407 Y N Y
0 The Company TCSB 2 $3,006,963 $299,506 $286,007 $ - none 3.80% $7,517,407 Y N Y
0 The Company JSEM 2 $3,006,963 $395,150 $376,325 $ - none 5.01% $7,517,407 Y N Y
0 The Company JYSB 2 $3,006,963 $379,344 $361,272 $- none 4.81% $7,517,407 Y N Y
0 The Company BJSB Tongan 2 $3,006,963 $646,674 $615,231 $ - none 8.18% $7,517,407 Y N Y
0 The Company T-CONN 2 $3,006,963 $179,030 $75,265 $ - none 1.00% $7,517,407 Y N N
0 The Company ET Hungary 2 $3,006,963 $327,179 $315,631 $241,304 none 4.20% $7,517,407 Y N N
0 The Company C&C 2 $3,006,963 $282,690 $270,954 $120,424 none 3.60% $7,517,407 Y N N
0 The Company T-CONN Zhongshan 2 $3,006,963 $426,762 $316,113 $40,041 none 4.21% $7,517,407 Y N Y
0 The Company Radbon 2 $3,006,963 $150,000 $150,000 $125,000 none 2.00% $7,517,407 Y N N
1 T-CONN T-CONN Zhongshan 2 $3,006,963 $94,230 $90,318 $ - none 1.20% $7,517,407 N N Y

Note 1: The Company and its subsidiaries are coded as follows:

  1. The Company is coded "0".

  2. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.

  3. Note 2: According to the "Guidelines Governing the Preparation of Financial Reports by Securities Issuers" issued by the R.O.C. Securities and Futures Bureau, receiving parties should be disclosed as one of the following: 1. A company with which it does business.

  4. A company in which the public company directly and indirectly holds more than 50% of the voting shares.

  5. A company that directly and indirectly holds more than 50% of the voting shares in the public company.

  6. A company in which the public company holds, directly or indirectly, 90% or more of the voting shares.

  7. A company that fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.

  8. A company that all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.

  9. Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

Note 3: Limit of guarantee/endorsement amount for receiving party is 40% of the net worth of the financial report audited by the certified public accountants as of 31 December 2019. $7,517,407*40%=$3,006,963

  • Note 4: Limit of total guarantee/ endorsement amount is 100% of the net worth of the financial report audited by the certified public accountants as of 31 December 2019.

  • Note 5: "Y" for the listed (OTC) parent company guarantees/endorses for subsidiary, subsidiary guarantees/endorses for the listed (OTC) parent company or guarantee/endorse for companies in Mainland China.

-201-

Attachment 3: Securities held as of 31 December 2019. (Excluding subsidiaries, associates and joint ventures)

Holding
Company
Type and name of securities Relationship
(Note 1)
Financial statement account as of 31 December 2019 as of 31 December 2019 as of 31 December 2019 as of 31 December 2019 as of 31 December 2019 Note
Shares Carrying
amount
Percentage of
ownership (%)
Fair value
The Company Chengding Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
15,000,000 shares $113,200 11.11% $113,200 -
The Company Top Taiwan Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
6,000,000 shares 51,579 7.50% 51,579 -
Kwan-Ze Chengding Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
5,000,000 shares 37,699 3.70% 37,699 -
The Company Dynahz Technologies - Financial assets measured at fair value through other
comprehensive income- noncurrent
2,771,670 shares 40,696 16.67% 40,696 -
The Company Top Taiwan VII Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
1,438,776 shares 15,083 3.06% 15,083 -
The Company Gongwin Biopharm Holdings Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
235,000 shares 18,797 0.25% 18,797 -
The Company Japan SINBON Electronics Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
75 shares 1,031 15.00% 1,031 -
Kwan-Ze Actmax Technologies Inc. - Financial assets measured at fair value through other
comprehensive income- noncurrent
- 4,692 19.00% 4,692 -
The Company Top Taiwan III Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
569,105 shares 779 4.07% 779 -
SINBON USA
L.L.C
HOTWIRE Development LLC - Financial assets measured at fair value through other
comprehensive income- noncurrent
697,500 shares 1,261 5.00% 1,261 -
The Company Top Taiwan II Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
295,000 shares 476 5.00% 476 -
The Company Bandrich, Inc. - Financial assets measured at fair value through other
comprehensive income- noncurrent
330,000 shares 463 1.62% 463 -
The Company Nextronics Engineering Corp. - Financial asset measured at fair value through profit
or loss–current
2,950,000 shares 95,433 9.94% 95,433 -
The Company Cayman Lan-Cheng Fund - Financial asset measured at fair value through profit
or loss–current
30,000 shares 68,646 17.14% 68,646 -
Kwan-Ze Hotai Finance Co., Ltd. - Financial asset measured at fair value through profit
or loss–current
100,000 shares 8,890 0.02% 8,890 -
Kwan-Ze UPAMC Global AIoT Fund - Financial asset measured at fair value through profit
or loss–current
300,000 shares 3,108 - 3,108 -
The Company Trutankless, Inc. - Financial asset measured at fair value through profit
or loss–current
162,400 shares 1,711 - 1,711 -
Total $463,544

Note 1: Not required if the issuer of securities is not a related party.

-202-

Attachment 4: Related party transactions for purchases and sales exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2019.

Related-party Counter-party Relationship Intercompany Transactions Intercompany Transactions Intercompany Transactions Intercompany Transactions Details of non-arm's
length transaction
Details of non-arm's
length transaction
Notes and accounts receivable
(payable)
Notes and accounts receivable
(payable)
Note
Purchases
(Sales)
Amount Percentage of total
consolidated
purchase (Sales)
Terms Unit price Terms Carrying
amount
Percentage of total
consolidated
receivables
(payable)
The Company JYSB Subsidiary Purchase $1,537,302 41.36% Trading condition is as
same as other supplier
N/A N/A $(285,073) (30.44)%
JYSB The Company Subsidiary Purchase $144,921 3.31% Trading condition is as
same as other supplier
N/A N/A $(37,576) (2.63)%
HKSB JYSB Associates Purchase $1,613,611 50.20% Trading condition is as
same as other supplier
N/A N/A $(257,657) (36.10)%
JYSB HKSB Associates Purchase $120,123 2.74% Trading condition is as
same as other supplier
N/A N/A $(46,552) (3.26)%
JSEM JYSB Associates Purchase $180,027 22.37% Trading condition is as
same as other supplier
N/A N/A $(196,893) (45.66)%
T-CONN T-CONN Zhongshan Associates Purchase $366,279 34.20% Trading condition is as
same as other supplier
N/A N/A $(45,123) (24.02)%
SZSB HKSB Associates Purchase $371,604 92.16% Trading condition is as
same as other supplier
N/A N/A $(112,104) (99.52)%
JYSB SINBON USA Associates Purchase $180,874 4.13% Trading condition is as
same as other supplier
N/A N/A $(12,694) (0.89)%
BJSB Tongan JSEM Associates Purchase $164,972 8.45% Trading condition is as
same as other supplier
N/A N/A $(5,900) (1.41)%

Attachment 5: Receivables from related parties with accounts exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2019.

Related-party Counter-party Relationship Amount Average
collection
turnover
Overdue account receivable-related parties Overdue account receivable-related parties Collection in
subsequent period
Allowance for
doubtful debts
Amount Processingmethod
JYSB The Company The Company $285,073 5.37 $ - - $285,073 $ -
JYSB HKSB Associates $257,657 7.32 $ - - $256,445 $ -
JYSB JSEM Associates $196,893 1.37 $ - - $130 $ -
HKSB SZSB Associates $112,104 4.82 $ - - $67,144 $ -

-203-

Attachment 6: The business relationship, significant transactions and amounts between parent company and subsidiaries

No.
(Note 1)
Related-party Counter-party Relationship with
the Company
(Note 2)
Transactions Transactions Transactions Transactions
Account Amount Terms Percentage of consolidated
operating
revenues or consolidated total
assets(Note3)
0 The Company JYSB 1 Purchase $1,537,302 (Note 4) 11.56%
1 JYSB The Company 2 Sales $1,537,302 (Note 4) 11.56%
1 JYSB HKSB 3 Sales $1,613,611 (Note 4) 12.14%
2 HKSB JYSB 3 Purchase $1,613,611 (Note 4) 12.14%
2 HKSB SZSB 3 Sales $371,604 (Note 4) 2.79%
5 SZSB HKSB 3 Purchase $371,604 (Note 4) 2.79%
3 T-CONN T-CONN Zhongshan 3 Purchase $366,279 (Note 4) 2.75%
4 T-CONN Zhongshan T-CONN 3 Sales $366,279 (Note 4) 2.75%
1 JYSB SINBON USA 3 Purchase $180,874 (Note 4) 1.36%
7 SINBON USA JYSB 3 Sales $180,874 (Note 4) 1.36%
6 JSEM JYSB 3 Purchase $180,027 (Note 4) 1.35%
1 JYSB JSEM 3 Sales $180,027 (Note 4) 1.35%
1 JYSB The Company 2 Purchase $144,921 (Note 4) 1.09%
0 The Company JYSB 1 Sales $144,921 (Note 4) 1.09%
8 BJSB Tongan JSEM 3 Purchase $164,972 (Note 4) 1.24%
6 JSEM BJSB Tongan 3 Sales $164,972 (Note 4) 1.24%
2 HKSB JYSB 3 Sales $120,123 (Note 4) 0.90%
1 JYSB HKSB 3 Purchase $120,123 (Note 4) 0.90%
  • Note 1 : The Company is coded "0".The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.

  • Note 2 : Transactions are categorized as follows:

  • The holding company to subsidiary.

  • Subsidiary to holding company.

  • Subsidiary to subsidiary.

  • Note 3 : The percentage with respect to the consolidated asset/liability for transactions of balance sheet items are based on each item's balance at period-end. For profit or loss items, interim cumulative balances are used as basis.

Note 4 : The sales price to the above related parties was determined through mutual agreement based on the market conditions.

-204-

Attachment 7: Names, locations, main businesses and products, original investment amount, investment as of 31 December 2019 net income (loss) of investee company and investment income (loss) recognized for the year ended 31 December 2019: (Excluding investment in Mainland China)

Investor Investee company
(Note1)
Address Main businesses and products Initial Investment Initial Investment Investment as of 31 December 2019 Investment as of 31 December 2019 Investment as of 31 December 2019 Net income (loss) of
investee company
Investment
income (loss)
recognized
Note
Ending balance Beginning balance Number of
shares
Percentage of
ownership
(%)
Book value (Note 1 )
The Company HKSB Hong Kong Manufacturing and selling a wide
variety of connectors, wires and
cables.
HKD95,606,000
$401,262
HKD95,606,000
$401,262
- 100.00% $662,744 $393,627 $393,627 Subsidiary
The Company Kwan-Ze New Taipei City, Taiwan Holding company $235,600 $235,600 23,560,000 shares 100.00% $409,311 $81,795 $81,795 Subsidiary
The Company Top Taiwan IV
Venture Capital Co.,
Ltd
Taipei City, Taiwan Holding company $22,400 $22,400 2,240,000 shares 20.00% $5,548 $(50,322) $(10,065) Investee under
the equity
method
The Company SB BVI British Virgin Islands Holding company USD45,021,000
$1,461,158
USD45,021,000
$1,461,158
- 100.00% $3,828,051 $575,888 $575,888 Subsidiary
The Company Argosy Technologies
Co., Ltd.
Hsinchu City,
Taiwan
Produce and sells a variety of
electronic components, computers
andperipheral equipment
$30,648 $30,648 2,945,034 shares 3.59% $61,011 $438,625 $15,733 Investee under
the equity
method
The Company S E L Mauritius Holding company -
-
USD3,726,000
$120,732
- - - $(25) $(16) Subsidiary
The Company SINBON
USA
LLC
4265 Gibson Dr., Tipp City ,
OH 45371, USA
Logistic center. USD5,159,000
$161,943
USD4,059,000
$128,061
- 100.00% $84,135 $(8,457) $(8,457) Subsidiary
The Company SINBON Europe
GmbH
Pfarrkirchen, Germany Logistic center. EUR5,209,000
$185,241
EUR5,209,000
$185,241
- 100.00% $43,143 $(64,915) $(64,915) Subsidiary
The Company Radbon Avionics Inc. Miaoli County, Taiwan Manufacturing and selling signal
cables and cabin wiring.
$33,000 $33,000 3,300,000 shares 55.00% $37,218 $12,166 $6,691 Subsidiary
The Company T-CONN New Taipei City, Taiwan Manufacturing and selling a wide
variety of connectors, wires and
cables.
$166,066 $116,804 15,577,522 shares 61.18% $238,664 $65,019 $39,630 Subsidiary
T-CONN S P L Mauritius Logistic center. $3,039 $3,039 - 100.00% $14,157 $(9,350) $ - Subsidiary
SINBON USA
L.L.C
SINBON
Circuits & Cables LLC
815 South Brown School
Road Vandalia, OH 45377,
USA
Selling a wide variety of connectors
and cables.
USD 2,704,000 USD 1,604,000 - 51.00% USD1,908,000
$57,435
USD(58,000)
$(1,792)
$ - Subsidiary
SINBON USA
L.L.C
Worldwide
Wire Harnesses
Co.,Ltd.
Samoa Logistic center. USD 75,000 USD 75,000 - 50.00% USD25,000
$760
USD(67,000)
$(2,059)
$ - Subsidiary
Kwan-Ze Argocy Research Inc. Hsinchu City,
Taiwan
Produce and sells a variety of
electronic components, computers
andperipheral equipment
$147,175 $147,175 14,624,200 shares 17.81% $307,250 $438,625 $ - Investee under
the equity
method

-205-

Attachment 7: Names, locations, main businesses and products, original investment amount, investment as of 31 December 2019 net income (loss) of investee company and investment income (loss) recognized for the year ended 31 December 2019: (Excluding investment in Mainland China)

Investor Investee company
(Note1)
Address Main businesses and products Initial Investment Initial Investment Investment as of 31 December 2019 Investment as of 31 December 2019 Investment as of 31 December 2019 Net income (loss) of
investee company
Investment
income (loss)
recognized
Note
Ending balance Beginning balance Number of
shares
Percentage of
ownership
(%)
Book value (Note 1 )
Worldwide
Wire Harnesses
Co., Ltd.
STT U.S.A Tennessee Logistic center. USD140,000
$4,542
USD140,000
$4,542
- 100.00% USD(200,000)
($6,008)
USD(67,000)
$(2,059)
$ - Subsidiary
Argocy Research
Inc.
Argosy Technology
Inc.(USA)
U.S.A Sell Multimedia related products,
ODM and OED
$30,347 $30,347 900 shares 100.00% $ - $ - $ - Investee under
the equity
method
Argocy Research
Inc.
Argosy International
B.V.
The Netherlands Leasing operations and sell ODM
and OED
$22,314 $22,314 - 100.00% $15,766 $180 $ - Investee under
the equity
method
Argocy Research
Inc.
Ari International
(Singapore)Pte.,Ltd.
(AIS)
Singapore Holding company $32,697 $32,697 - 100.00% $2,901 $(1,588) $ - Investee under
the equity
method
Argocy Research
Inc.
Global Saber
Electronics Co., Ltd.
Mauritius Selling a wide variety of connectors
and cables.
$ - $ - - 100.00% $67,676 $11,211 $ - Investee under
the equity
method
Argocy Research
Inc.
ROTEC LIMITED British Virgin Islands Holding company $268,479 $268,479 8,550 shares 77.38% $458,066 $65,852 $ - Investee under
the equity
method
Global Saber
Electronics Co., Ltd
ROTEC LIMITED British Virgin Islands Holding company $72,918 $72,918 2,500 shares 22.62% $133,903 $65,852 $ - Investee under
the equity
method
SINBON Europe
GmbH
SINBON Holding
GmbH
Germany Holding company EUR5,184,000
$181,113
EUR5,184,000
$181,113
- 51.00% EUR1,256,000
$42,373
EUR(3,491,000)
$(120,862)
$ - Subsidiary
SINBON Holding
GmbH
ET Hungary Hungary Selling,Producting and Processing a
wide variety of connectors and
cables.
EUR1,080,000
$38,364
EUR1,080,000
$38,364
- 100.00% EUR(2,406,000)
$(81,212)
EUR(3,346,000)
$(115,846)
$ - Subsidiary
SINBON Holding
GmbH
ET Germany Germany Logistic center. EUR1,245,000
$44,225
EUR1,245,000
$44,225
- 100.00% EUR1,172,000
$39,561
EUR(85,000)
$(2,956)
$ - Subsidiary

Note 1: ( 1 ) "Investee company", "Addres", "Main businesses and products", "Initial Investment"and "Investment as of 31 December 2019" shall be filled in the Company's investmet. to the subsidiaries' re-investment in corresponding order, and indicate the relationship in the Notes.

  • ( 2 ) "Net income (loss) of investee company" shall be filled in net income (loss) of investee for the year ended 31 December 2019.

  • 3 "Investment income (loss) recognized", shall be filled in only investment income (loss) under the equity method, and the investor shall confirm that its investment income (loss) includes the subsidiaries' re-investment.

-206-

Attachment 8: Investment in Mainland China

Investee company Main Businesses and
Products
Counterparty Method of Investment Accumulated
Outflow of
Investment from
Taiwan as of
1 January 2019
Investment Flows Investment Flows Accumulated Outflow
of Investment from
Taiwan as of
31 December 2019
Net income (loss)
of investee
company
Percentage
of
Ownership
Investment
income
(loss) recognized
Carrying Value as
of
31 December
2019
Accumulated Inward
Remittance of
Earnings
as of
31 December 2019
Outflow Inflow
BJSB Manufacturing and selling a
wide variety of connectors,
wires and cables.
USD 4,450,000 Indirectly investment in
Mainland China through
remittance from a third region.
USD 1,020,000
$30,719
$ - $ - USD 1,020,000
$30,719
RMB1,629,000
$7,292
100.00% RMB1,629,000
$7,292
(Note 1)
RMB52,558,000
$227,141
USD11,030,000
$351,623
JYSB Manufacturing and selling a
wide variety of connectors,
wires and cables.
USD 37,780,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 22,050,000
$705,108
$ - $ - USD 22,050,000
$705,108
USD17,940,000
$554,840
100.00% USD17,940,000
$554,840
(Note 1)
USD97,032,000
$2,921,231
USD25,244,000
$780,847
SHSB Selling a wide variety of
connectors, wires and cables.
USD 3,280,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 1,700,000
$55,358
$ - $ - USD 1,700,000
$55,358
USD98,000
$3,029
100.00% USD98,000
$3,029
(Note 1)
USD5,429,000
$163,455
USD2,371,000
$72,709
SZSB Selling a wide variety of
connectors, wires and cables.
USD 2,810,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 2,750,000
$83,385
$ - $ - USD 2,750,000
$83,385
USD420,000
$12,987
100.00% USD420,000
$12,987
(Note 1)
USD9,200,000
$276,977
RMB20,700,000
$93,644
TCSB Selling a wide variety of
connectors, wires and cables.
USD14,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 8,000,000
$248,003
$ - $ - USD 8,000,000
$248,003
USD2,095,000
$64,777
100.00% USD2,095,000
$64,777
(Note 1)
USD18,163,000
$546,819
USD196,000
$5,890
China Digital Library
Corp.Ltd.
Technology development of
computer software, transfer
of technology, advisory
service
RMB 88,600,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 750,000 $ - $ - USD 750,000 $ - 4.85% $ -
(Note 2)
$ - $ -
Argosy (Beijing)
Technologies Co.,
Ltd.
Selling a wide variety of
connectors, wires and cables.
RMB 5,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 76,000 $ - $ - USD 76,000 $ - 12.00% $ -
(Note 2)
$ - $ -
Wu Xi S&D Manufacturing and selling
new flat panel displays.
USD 4,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 1,900,000
$61,823
$ - $ - USD 1,900,000
$61,823
$ - - $ - $ - $ -
Ning Bo Smart and
Diligent Co., Ltd.
Manufacturing and selling a
new Flat Panel Display.
USD 2,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 1,140,000
$37,025
$ - $ - USD 1,140,000
$37,025
$ - - $ - $ - $ -

-207-

Attachment 8: Investment in Mainland China

Investee company Main Businesses and
Products
Counterparty Method of Investment Accumulated
Outflow of
Investment from
Taiwan as of
1 January 2019
Investment Flows Investment Flows Accumulated Outflow
of Investment from
Taiwan as of
31 December 2019
Net income (loss)
of investee
company
Percentage
of
Ownership
Investment
income
(loss) recognized
Carrying Value as
of
31 December
2019
Accumulated Inward
Remittance of
Earnings
as of
31 December 2019
Outflow Inflow
JY Sinact Manufacturing and selling a
wide variety of electronic
materials.
USD 9,500,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 5,266,000
$164,599
$ - $ - USD 5,266,000
$164,599
$ - - $ - $ - $ -
Shang Hai Comtek
Electronics Trading
Co., ltd.
Selling a wide variety of
electronic materials.
USD 160,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 104,000
$3,302
$ - $ - USD 104,000
$3,302
$ - - $ - $ - $ -
Dong Guan CMK Manufacturing and selling a
wide variety of connectors,
wires and cables.
USD 1,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 645,000
$20,768
$ - $ - USD 645,000
$20,768
$ - - $ - $ - $ -
T-CONN Zhongshan Manufacturing and selling a
wide variety of connectors,
wires and cables.
RMB 58,300,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 3,086,000
$99,007
USD 600,000
$18,522
$ - USD 3,686,000
$117,529
$51,570 61.18% $30,721
(Note 2)
$66,197 $ -
BJSB Tongan Manufacturing and selling a
wide variety of connectors,
wires and cables.
RMB 130,000,000 Indirectly investment in
Mainland China through
remittance from a third region.
USD 3,000,000
$89,134
$ - $ - USD 3,000,000
$89,134
$511,901 100.00% $511,901
(Note 1)
$1,652,000 USD13,797,000
$418,425
Accumulated Investment in Mainland China as of
31 December 2019
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
USD 52,087,000
USD 53,420,000
N/A (Note 4)
Accumulated Investment in Mainland China as of
31 December 2019
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
USD 52,087,000 USD 53,420,000 N/A (Note 4)

Note 1: Based on the financial statements certificated by the public accountant of the parent company in Taiwan.

Note 2: The financial statements were not audited by independent accountants.

Note 3: The financial statements were audited by other independent accountants.

Note 4: According to No. Shen-Zi-09704604680 issued by Ministry of Economic Affairs, R.O.C., the Company's investment in Mainland China is not limited to 60% of net worth or consolidated net worth specified by the Investment Commission.

-208-

6.5. Parent Company Only Financial Statements for the Years Ended December 31, 2019 and 2018 and Independent Auditors’ Report (Not including The Contents of Statements Of Major Accounting Items) :

Independent Auditors’ Report Translated from Chinese

To SINBON Electronics Co., Ltd.

Opinion

We have audited the accompanying parent company only balance sheets of SINBON Electronics Co., Ltd. (the “Company”) as of 31 December 2019 and 2018, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2019 and 2018, and notes to the parent company only financial statements, including the summary of significant accounting policies (together “the parent company only financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Metter – Making Reference to the Audits of Component Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of 31 December 2019 and 2018, and its financial performance and cash flows for the years ended 31 December 2019 and 2018, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit of 2019 parent company only financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Order No. Financial- SupervisorySecurities-Auditing- 1090360805 issued by the Financial Supervisory Commission on 25 February 2020, and auditing standards generally accepted in the Republic of China; we conducted our audit of 2018 parent company only financial statements in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2019 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 209 -

1. Valuation for inventories (Including inventories of the subsidiaries under the equity method)

The amount of inventories of the Company and its subsidiaries was significant to the financial statements. As the fluctuation in market demand and the fast-changing technology could cause losses of obsolete and slow-moving inventories, the assessment of the inventory write-downs require significant management judgement. We therefore determined this a key audit mater.

Our audit procedures included, but not limited to, understanding and testing the adequacy of accounting policy around obsolete and slow-moving inventories, evaluating stocktaking plan and selecting important storage locations to observe inventory counts to ensure inventory quantities and status; obtaining inventory aging schedule to test whether inbound and outbound records are accurate; re-calculating the unit cost of inventories; and evaluating and testing net realized value adopted by management. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the parent company only financial statements.

2. Impairment of accounts receivable

As of 31 December 2019, gross accounts receivable and loss allowance by the Company amounted to NT$1,056,296 thousand and NT$1,166 thousand, respectively. Net accounts receivable accounted for 9% of total assets, which was considered material in the statements. Since the loss allowance of account receivables is measured by the expected credit loss for the duration of the account receivables, it is necessary to divide account receivables into groups in the process of measurement and analyze the application of related assumptions, including appropriate aging intervals, their respective loss rate, and consideration of the forward-looking information. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net account receivable, we therefore determined this a key audit mater.

Our audit procedures included, but not limited to, analyzing the appropriateness of the grouping of account receivables and confirming whether customers with significantly different credit loss types are grouped by similar risk characteristics. The Company is tested by provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviewing the original certificates; testing the related statistics information of loss rate based on the rolling rate within one year, including the average loss rate and standard deviation; considering the reasonableness of the forward-looking information which takes into account loss rate, such as economic growth rate and unemployment rate; assessing whether such forward-looking information affected the loss rate. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the parent company only financial statements.

  • 210 -

Other Matter– Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain subsidiaries, associates and joint ventures accounted for under the equity methed. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the reports of other auditors. These subsidiaries, associates and joint ventures under equity method amounted to NT$1,332,652 thousand and NT$704,258 thousand, representing 12% and 7% of the total assets as of 31 December 2019 and 2018, respectively. The related shares of profits from the subsidiaries, associates and joint ventures under the equity method amounted to NT$509,650 thousand and NT$106,116 thousand, representing 26% and 6% of the income before tax for the years ended 31 December 2019 and 2018, respectively, and the related shares of other comprehensive income (loss) from the subsidiaries, associates and joint ventures under the equity method amounted to NT$27,268 thousand and NT$(1,727) thousand, representing (21)% and (6)% of the comprehensive income (loss) for the years ended 31 December 2019 and 2018, respectively.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the requirements of 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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 financial reporting process of the Company.

  • 211 -

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 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 parent company only 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 parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for 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 internal control of the Company.

  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 ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s 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 parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. 212 -

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2019 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Huang, Tzu Ping

Chen, Ming Hung

Ernst & Young, Taiwan

20 March 2020

Notice to Readers

The accompanying parent company only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with 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.

Accordingly, the accompanying parent company only financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

  • 213 -

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS 31 December 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Assets Notes As of 31 December As of 31 December
2019 2018
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss, current
Notes receivable, net
Accounts receivable, net
Accounts receivable-related parties, net
Other receivables
Inventories
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income,noncurrent
Investments accounted for under the equity method
Property, plant and equipment
Right-of-use assets
Deferred tax assets
Other non-current assets
Total non-current assets
4,6(1)
4,6(2)
4,6(3)
4,6(3),7
7
4,6(4)
4,6(5)
4,6(6)
4,6(7)
4,6(16)
4,6(20)
4,6(8)
$984,384
165,790
10,225
1,018,539
36,591
113,459
734,705
42,407
$788,605
166,623
12,999
1,076,956
332
130,595
623,774
40,673
3,106,100 2,840,557
242,104
7,021,825
526,522
62,346
126,042
136,430
235,449
6,439,454
518,658
-
67,223
24,773
8,115,269 7,285,557

Total assets

$11,221,369

$10,126,114

(continued)

-214-

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS 31 December 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity
Current liabilities
Short-term loans
Financial liabilities at fair value through profit or loss, current
Contract liabilities,current
Notes payable
Accounts payable
Accounts payable-related parties
Other payables
Current tax liabilities
Lease liabilities,current
Current portion of bonds payable
Other current liabilities
Total current liabilities
Non-current liabilities
Deferred tax liabilities
Lease liabilities,noncurrent
Net defined benefit obligation, noncurrent
Other non-current liabilities-others
Total non-current liabilities
Total liabilities
Equity
Capital
Common stock
Certificates of bond-to-stock conversion
Subtotal
Additional Paid-in Capital
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Subtotal
Other components of equity
Exchange differences on translation of foreign operations
Unrealized gains or losses measured at fair value
through other comprehensive income
Subtotal
Total equity
Total liabilities and equity
Notes As of 31 December As of 31 December
2019 2018
4,6(9)
4,6(10)
4,6(14)
7
7
4
4,6(16)
4,6(11)
4,6(20)
4,6(16)
4,6(12)
6(13)
6(13)
4
$1,741,166
7,910
144,118
2,013
620,100
304,538
379,318
146,943
18,673
7,141
31,007
$1,490,262
-
89,471
-
588,473
301,028
288,845
93,863
-
404,554
19,906
3,402,927 3,276,402
180,858
43,743
76,432
2
188,557
-
88,510
2
301,035 277,069
3,703,962 3,553,471
2,325,237
1,457
2,257,273
9,681
2,326,694 2,266,954
1,228,781 904,086
1,108,150
341,933
2,993,072
966,802
233,441
2,543,293
4,443,155 3,743,536
(522,918)
41,695
(333,087)
(8,846)
(481,223) (341,933)
7,517,407 6,572,643
$11,221,369 $10,126,114

(The accompanying notes are an integral part of the parent company only financial statements)

-215-

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the years ended 31 December 2019 and 2018

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

Operating revenues
Operating costs
Gross profit-net
Operating expenses
Sales and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss
Subtotal
Operating income
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
Share of profit or loss of subsidiaries, associates and joint ventures
Subtotal
Income from continuing operations before income tax
Income tax expense
Net income
Other comprehensive income (loss)
Remeasurements of defined benefit plans
Unrealized gains on equity instruments measured at fair value
through other comprehensive income
Unrealized gains on equity instruments measured at fair value
through other comprehensive income of associates and joint ventures
Income tax related to items that may not be reclassified subsequently
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
Income tax related to items that may be reclassified subsequently
Total other comprehensive income (loss), net of tax
Total comprehensive income
Earnings per share (NTD)
Earnings per share-basic
Earnings per share-diluted
Items that may not be reclassified subsequently to profit or loss
Notes For theyears ended 31 December For theyears ended 31 December
2019 2018
4,6(14),7
6(4.18),7
6(18),7
6(15)
6(18)
4,6(6)
4,6(20)
6(19)
4,6(21)
$4,899,284
(3,640,365)
$5,035,927
(3,750,712)
1,258,919 1,285,215
(355,630)
(398,010)
(192,029)
-
(298,962)
(331,699)
(182,695)
(696)
(945,669) (814,052)
313,250 471,163
137,386
14,103
(12,822)
1,541,902
92,851
162,518
(18,116)
937,250
1,680,569 1,174,503
1,993,819
(275,308)
1,645,666
(232,189)
1,718,511 1,413,477
9,663
15,392
35,149
(1,933)
(235,288)
45,457
(1,170)
110,611
(2,107)
1,624
(103,951)
22,757
(131,560) 27,764
$1,586,951 $1,441,241
$7.47 $6.26
$7.38 $6.10

(The accompanying notes are an integral part of the parent company only financial statements)

-216-

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended 31 December 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

Other changes in additional paid-in capital
From differences between equity purchase price and carrying amount
arising from actual acquisition or disposal of subsidiaries
Net income in 2018
Other comprehensive income (loss), net of tax in 2018
Total comprehensive income (loss)
Disposal of financial assets at fair value through other
comprehensive income
Bonds converted to stock
Other changes in additional paid-in capital
Disposal of investments accounted for under the equity method
From differences between equity purchase price and carrying amount
arising from actual acquisition or disposal of subsidiaries
Net income in 2019
Other comprehensive income (loss), net of tax in 2019
Total comprehensive income (loss)
Bonds converted to stock
Special reserve
Cash dividends
Balance as of 1 January 2018
Balance as of 31 December 2018
Balance as of 1 January 2019
Balance as of 31 December 2019
Impact of retroactive applications
Adjusted balance as of 1 Janurary 2018
Appropriation and distribution of 2017 retained earnings
Legal reserve
Special reserve
Cash dividends
Appropriation and distribution of 2018 retained earnings
Legal reserve
Capital Capital Additional
Paid-in
Capital
Retained earnings Retained earnings Ot her components of equity her components of equity Total Equity
Common
stock
Certificates
of Bond-to-
Stock
Conversion
Legal Reserve Special
Reserve
Unappropriated
Earnings
Exchange
Differences on
Translation of
Foreign
Operations
Unrealized Gains
(Losses) on Equity
Instruments
Measured at Fair
Value Through
Other
Comprehensive
Income
Unrealized
Gain or Loss
on Available-
For-Sale
Financial
Assets
$2,254,162 $ - $830,265 $844,155 $181,024 $2,208,472
825
$(251,893) $ -
(120,557)
$18,452
(18,452)
$6,084,637
(138,184)
2,254,162 - 830,265
(87)
844,155
122,647
181,024
52,417
2,209,297
(122,647)
(52,417)
(901,664)
1,413,477
454
(251,893)
(81,194)
(120,557)
108,504
- 5,946,453
-
-
(901,664)
(87)
1,413,477
27,764
- - - - - 1,413,931 (81,194) 108,504 - 1,441,241
3,111 9,681 73,908 (3,207) 3,207 -
86,700
$2,257,273 $9,681 $904,086 $966,802 $233,441 $2,543,293 $(333,087) $(8,846) $- $6,572,643
$2,257,273 $9,681 $904,086
(16,444)
1,742
$966,802
141,348
$233,441
108,492
$2,543,293
(141,348)
(108,492)
(1,026,622)
1,718,511
7,730
$(333,087)
(189,831)
$(8,846)
50,541
$ - $6,572,643
-
-
(1,026,622)
-
(16,444)
1,742
1,718,511
(131,560)
- - - - - 1,726,241 (189,831) 50,541 - 1,586,951
67,964 (8,224) 339,397 399,137
$2,325,237 $1,457 $1,228,781 $1,108,150 $341,933 $2,993,072 $(522,918) $41,695 $- $7,517,407

(The accompanying notes are an integral part of the parent company only financial statements)

-217-

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended 31 December 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Net income before tax
Adjustments to reconcile net income before tax to
net cash provided by operating activities:
Income and expense adjustments:
Depreciation
Amortization
Interest expense
Interest income
Dividend income
Expected credit loss
Share of profit of associates and joint ventures
Gain on disposal of property, plant and equipment
Gain on disposal of investments
Loss (Gain) of financial assets/liabilities at fair value through loss or profit
Changes in operating assets and liabilities:
Decrease (Increase) in notes receivable
Decrease (Increase) in accounts receivable
Decrease (increase) in other receivables
Increase in inventories, net
(Increase) Decrease in other current assets
Increase in other noncurrent assets
Increase (Decrease) in notes payable
Increase (Decrease) in accounts payable
Increase in other payables
Increase in contract liability
Increase (Decrease) in other current liabilities
Decrease in accrued pension liabilities
Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash generated from operating activities
For theyears end ed 31 December
2019
$1,993,819
50,679
2,852
12,822
(4,038)
(28,333)
-
(1,541,902)
(88)
(4,847)
8,698
2,774
22,158
17,135
(110,931)
(1,734)
(137,592)
2,013
35,137
90,724
54,647
11,101
(2,415)
472,679
4,039
28,333
(11,063)
(245,222)
248,766
2018
$1,645,666
21,193
3,748
18,116
(3,299)
(16,607)
696
(937,250)
-
-
(83,585)
(4,495)
(21,091)
(43,012)
(60,497)
18,647
(114,133)
(881)
(55,970)
43,216
89,471
(145,093)
(1,956)
352,884
3,245
16,607
(10,420)
(181,050)
181,266

(Continued)

-218-

English Translation of Parent Company Only Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS(Continued) For the years ended 31 December 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities:
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in investments accounted for under the equity method
Acquisition of investments accounted for under the equity method
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive inco
Decrease in financial assets at fair value through other comprehensive income
Acquisition of financial assets at fair value through profit or loss
Dividends received from investee company
Dividends received from subsidiaries
Net cash provided by investing activities
Cash flows from financing activities:
Cash payments for the principal portion of lease liability
Increase (Decrease) in short-term loans
Cash dividends
Net cash 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
For theyears end ed 31 December
2019
$(19,215)
88
8,400
(83,144)
-
m
-
6,337
-
8,835
817,970
739,271
(16,436)
250,904
(1,026,622)
(792,154)
(104)
195,779
788,605
$984,384
2018
$(21,615)
-
35,004
(243,693)
(646)
189,004
7,199
(71,096)
8,310
324,143
226,610
-
(22,610)
(901,664)
(924,274)
167
(516,231)
1,304,836
$788,605

(The accompanying notes are an integral part of the parent company only financial statements)

-219-

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS

For the Years Ended 31 December 2019 and 2018

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

1. History and organization

SINBON Electronics Co., Ltd. (the “Company”) was incorporated in Republic of China (R.O.C) in December 1989. The main activities of the Company include manufacturing and selling computer peripherals, connectors, wires and other parts. The shares of the Company commenced trading on Taiwan’s Over-the-Counter Market in May 2001 and were listed on the Taiwan Stock Exchange in August 2002.

2. Date and procedures of authorization of financial statements for issue

The parent company only financial statements of the Company were authorized for issue in accordance with a resolution of the Board of Directors’ meeting on 20 March 2020.

3. Newly issued or revised standards and interpretations

  • (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments

The Company applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2019. The nature and the impact of each new standard and amendment that has a material effect on the Company is described below:

(1) IFRS 16“ Leases

IFRS 16 “Leases” replaces IAS 17 “Leases”, IFRIC 4 “Determining whether an Arrangement contains a Lease”, SIC-15 “Operating Leases - Incentives” and SIC-27 “Evaluating the Substance of Transactions Involving the Legal Form of a Lease”.

  • 220 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The Company followed the transition provision in IFRS 16 and the date of initial application was 1 January 2019. The impacts arising from the adoption of IFRS 16 are summarized as follows:

  • A. Please refer to Note 4 for the accounting policies before or after 1 January 2019.

  • B. For the definition of a lease, the Company elected not to reassess whether a contract was, or contained, a lease on 1 January 2019. The Company was permitted to apply IFRS 16 to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 but not to apply IFRS 16 to contracts that were not previously identified as containing a lease applying IAS 17 and IFRIC 4. That is, for contracts entered into (or changed) on or after 1 January 2019, the Company need to assess whether contacts are, or contain, leases applying IFRS 16. In comparing to IAS 17, IFRS 16 provides that 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. The Company assessed most of the contracts are, or contain, leases and no significant impact arose.

  • C. The Company is a lessee and elects not to restate comparative information in accordance with the transition provision in IFRS 16. Instead, the Company recognized the cumulative effect of initially applying IFRS 16 as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at the date of initial application.

(a)Leases previously classified as operating leases

For leases that were previously classified as operating leases applying IAS 17, the Company measured and recognized those leases as lease liability on 1 January 2019 at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on 1 January 2019, and; the Company chose, on a lease-by-lease basis, to measure the right-of-use asset at either:

  • 221 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • i. its carrying amount as if IFRS 16 had been applied since the commencement date, but discounted using the lessee’s incremental borrowing rate on 1 January 2019; or

  • ii. an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet immediately before 1 January 2019.

The Company increased the right-of-use asset by NT$22,354 thousand and the lease liability by NT$22,354 thousand on 1 January 2019.

In accordance with the transition provision in IFRS 16, the Company used the following practical expedients on a lease-by-lease basis to leases previously classified as operating leases:

  - i. Apply a single discount rate to a portfolio of leases with reasonably similar characteristics.

  - ii. Rely on its assessment of whether leases are onerous immediately before 1 January 2019 as an alternative to performing an impairment review.

  - iii. Elect to account in the same way as short-term leases to leases for which the lease term ends within 12 months of 1 January 2019.

  - iv. Exclude initial direct costs from the measurement of the right-of-use asset on 1 January 2019.

  - v. Use hindsight, such as in determining the lease term if the contract contains options to extend or terminate the lease.
  • (b)Leases previously classified as finance leases

  • None.

  • (c) Please refer to Note 4, Note 5 and Note 6 for additional disclosure of lessee and lessor which required by IFRS 16.

  • 222 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (d)At the date 1 January 2019, the impacts arising from the initial adoption of IFRS 16 on the Company are summarized as follows:

    • i. The weighted average lessee’s incremental borrowing rate applied to lease liabilities recognized in the balance sheet on 1 January 2019 was 0.70%.

    • ii. There is no difference between: 1) operating lease commitments disclosed applying IAS 17 as at 31 December 2018, discounted using the incremental borrowing rate on 1 January 2019; and 2) lease liabilities recognized in the balance sheet as at 1 January 2019.

  • (2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Company as at the end of the reporting period are listed below.

Items New, Revised or Amended Standards and Interpretations Effective Date
issued byIASB
a Definition of a Business(Amendments to IFRS 3) 1 January2020
b Definition of Material(Amendments to IAS 1 and 8) 1 January2020
c Interest Rate Benchmark Reform - Amendments to IFRS
9,IAS 39 and IFRS 7
1 January 2020

(a) Definition of a Business (Amendments to IFRS 3)

The amendments clarify the definition of a business in IFRS 3 Business Combinations. The amendments are intended to assist entities to determine whether a transaction should be accounted for as a business combination or as an asset acquisition.

IFRS 3 continues to adopt a market participant’s perspective to determine whether an acquired set of activities and assets is a business. The amendments clarify the minimum requirements for a business; add guidance to help entities assess whether an acquired process is substantive; and narrow the definitions of a business and of outputs; etc.

  • 223 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(b) Definition of a Material - Amendments to IAS 1 and 8

The main amendment is to clarify new definition of material. It states that “information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.” The amendments clarify that materiality will depend on the nature or magnitude of information. An entity will need to assess whether the information, either individually or in combination with other information, is material in the context of the financial statements. A misstatement of information is material if it could reasonably be expected to influence decisions made by the primary users.

  • (c) Interest Rate Benchmark Reform - Amendments to IFRS 9, IAS 39 and IFRS 7

The amendments include a number of exceptions, which apply to all hedging relationships that are directly affected by interest rate benchmark reform. A hedging relationship is directly affected if the interest rate benchmark reform gives rise to uncertainties about the timing and or amount of benchmark-based cash flows of the hedged item or the hedging instrument. Hence, the entity shall apply the exceptions to all hedging relationships directly affected by the interest rate benchmark reform.

The amendments include:

(1) highly probable requirement

When determining whether a forecast transaction is highly probable, an entity shall assume that the interest rate benchmark on which the hedged cash flows are based is not altered as a result of the interest rate benchmark reform.

(2) prospective assessments

When performing prospective assessments, an entity shall assume that the interest rate benchmark on which the hedged item, hedged risk and/or hedging instrument are based is not altered as a result of the interest rate benchmark reform.

  • 224 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (3) IAS 39 retrospective assessment

An entity is not required to undertake the IAS 39 retrospective assessment (i.e. the actual results of the hedge are within a range of 80–125%) for hedging relationships directly affected by the interest rate benchmark reform.

  • (4) separately identifiable risk components

For hedges of a non-contractually specified benchmark component of interest rate risk, an entity shall apply the separately identifiable requirement only at the inception of such hedging relationships.

The amendments also include the end of application of the exceptions requirements and the related disclosures requirements of the amendments.

The abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after 1 January 2020. The standards and interpretations have no material impact on the Company.

(3) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are not endorsed by FSC, but not yet adopted by the Company as at the end of the reporting period are listed below.

Items New, Revised or Amended Standards and Interpretations Effective Date
issued byIASB
a IFRS 10 “Consolidated Financial Statements” and IAS 28
“Investments in Associates and Joint Ventures” — Sale or
Contribution of Assets between an Investor and its
Associate or Joint Ventures
To be determined
by IASB
b IFRS 17 “Insurance Contracts” 1 January2021
c Classification of Liabilities as Current or Non-current –
Amendments to IAS 1
1 January 2022

(a) IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures - Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures

  • 225 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full. IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture. The effective date of the amendments has been postponed indefinitely, but early adoption is allowed.

(b) IFRS 17 Insurance Contracts

IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The fulfilment cash flows comprise of the following:

(1) estimates of future cash flows;

  • (2) Discount rate: an adjustment to reflect the time value of money and the financial risks related to the future cash flows, to the extent that the financial risks are not included in the estimates of the future cash flows; and

  • (3) a risk adjustment for non-financial risk.

The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims.

  • 226 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.

  • (c) Classification of Liabilities as Current or Non-current – Amendments to IAS 1

These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.

The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Company’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. As the Company is evaluating the impact of the standards and interpretations have no material impact on the Company.

4. Summary of significant accounting policies

(1) Statement of Compliance

The parent company only financial statements of the Company for the years ended 31 December 2019 and 2018 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”).

  • (2) Basis of Preparation

The Company prepared the parent company only financial statements in accordance with the Regulations. According to the Article 21 of the Regulation, which provided that the profit or loss and other comprehensive income for the period presented in the parent company only financial statements shall be the same as the profit or loss and other comprehensive income attributable to stockholders of the parent presented in the consolidated financial statements for the period, and the total equity presented in the parent company only financial statements shall be the same as the equity attributable to the parent company presented in the consolidated financial statements. Therefore, the Company accounted for its investments in subsidiaries using equity method and, accordingly, made necessary adjustments.

  • 227 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The parent company only financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The parent company only financial statements are expressed in thousands of New Taiwan Dollars (“NT$”) unless otherwise stated.

(3) Foreign Currency Transactions

The Company’s parent company only financial statements are presented in its functional currency, New Taiwan Dollars (NT$). Items included in the financial statements are measured using that functional currency.

Transactions in foreign currencies are initially recorded by the Company at the respective functional currency rates prevailing at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency closing rates of exchange at the reporting date. Non-monetary items measured at fair value in foreign currencies are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in foreign currencies are translated using the exchange rates as at the dates of the initial transactions.

All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:

  • (a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.

  • (b) Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.

  • (c)Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.

  • 228 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.

  • (4) Translation of Foreign Currency Financial Statements

The assets and liabilities of foreign operations are translated into NT$ at the closing rate of exchange prevailing at the reporting date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. The following partial disposals are accounted for as disposals:

  • (a) when the partial disposal involves the loss of control of a subsidiary that includes a foreign operation; and

  • (b) when the retained interest after the partial disposal of an interest in a joint arrangement or a partial disposal of an interest in an associate that includes a foreign operation is a financial asset that includes a foreign operation.

On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation In partial disposal of an associate or joint arrangement that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.

Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.

  • 229 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (5) Current and non-current distinction

An asset is classified as current when:

  • (a) The Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle

  • (b) The Company holds the asset primarily for the purpose of trading

  • (c) The Company expects to realize the asset within twelve months after the reporting period

  • (d) The asset is cash or 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.

All other assets are classified as non-current.

A liability is classified as current when:

  • (a) The Company expects to settle the liability in its normal operating cycle

  • (b) The Company holds the liability primarily for the purpose of trading

  • (c) The liability is due to be settled within twelve months after the reporting period

  • (d) 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 the issue of equity instruments do not affect its classification.

All other liabilities are classified as non-current.

(6) Cash Equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid time deposits (including ones that have maturity within 3 months) or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

  • 230 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(7) Financial Instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.

  • (1) Financial instruments: Recognition and Measurement

The Company accounts for regular way purchase or sales of financial assets on the trade date.

The Company classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:

  • A. the Company’s business model for managing the financial assets

  • B. the contractual cash flow characteristics of the financial asset

Financial assets measured at amortized cost

A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:

  • A. the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and

  • B. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

  • 231 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.

Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

  • A. purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition

  • B. financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods

Financial asset measured at fair value through other comprehensive income

A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:

  • A. the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and

  • B. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding

  • 232 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:

  • (a) A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.

  • (b) When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.

  • (c) Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:

  • i. Purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.

  • ii. Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.

In addition, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Company made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represents a recovery of part of the cost of investment.

  • 233 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Financial asset measured at fair value through profit or loss

Financial assets were classified as measured at amortized cost or measured at fair value through other comprehensive income based on aforementioned criteria. All other financial assets were measured at fair value through profit or loss and presented on the balance sheet as financial assets measured at fair value through profit or loss.

Such financial assets are measured at fair value, the gains or losses resulting from remeasurement is recognized in profit or loss which includes any dividend or interest received on such financial assets.

(2) Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the statement of financial position.

The Company measures expected credit losses of a financial instrument in a way that reflects:

  • (a) an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes

  • (b) the time value of money (c) reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions

The loss allowance is measured as follows:

  • A. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Company measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.

  • 234 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • B.At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.

  • C.For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Company measures the loss allowance at an amount equal to lifetime expected credit losses.

  • D. For lease receivables arising from transactions within the scope of IFRS 16 (before 1 January 2019: IAS 17), the Company measures the loss allowance at an amount equal to lifetime expected credit losses.

At each reporting date, the Company needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.

(3) Derecognition of financial assets

A financial asset is derecognized when:

  • i. The rights to receive cash flows from the asset have expired

  • ii. The Company has transferred the asset and substantially all the risks and rewards of the asset have been transferred

  • iii. The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.

  • (4) Financial liabilities and equity

Classification between liabilities or equity

The Company classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.

  • 235 -

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

SINBON ELECTRONICS CO., LTD.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.

Compound instruments

The Company evaluates the terms of the convertible bonds issued to determine whether it contains both a liability and an equity component. Furthermore, the Company assesses if the economic characteristics and risks of the put and call options contained in the convertible bonds are closely related to the economic characteristics and risk of the host contract before separating the equity element.

For the liability component excluding the derivatives, its fair value is determined based on the rate of interest applied at that time by the market to instruments of comparable credit status. The liability component is classified as a financial liability measured at amortized cost before the instrument is converted or settled.

For the embedded derivative that is not closely related to the host contract (for example, if the exercise price of the embedded call or put option is not approximately equal on each exercise date to the amortized cost of the host debt instrument), it is classified as a liability component and subsequently measured at fair value through profit or loss unless it qualifies for an equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. Its carrying amount is not remeasured in the subsequent accounting periods. If the convertible bond issued does not have an equity component, it is accounted for as a hybrid instrument in accordance with the requirements under IFRS 9 Financial Instruments.

  • 236 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Transaction costs are apportioned between the liability and equity components of the convertible bond based on the allocation of proceeds to the liability and equity components when the instruments are initially recognized.

On conversion of a convertible bond before maturity, the carrying amount of the liability component being the amortized cost at the date of conversion is transferred to equity.

Financial liabilities

Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated as at fair value through profit or loss. A financial liability is classified as held for trading if:

  • i. it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term

  • ii. on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking

  • iii. it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument)

If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:

  • 237 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • i. it eliminates or significantly reduces a measurement or recognition inconsistency; or

  • ii. a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the Company is provided internally on that basis to the key management personnel.

Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss including interest paid are recognized in profit or loss.

Financial liabilities at amortized cost

Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.

Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 238 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(5) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.

(8) Derivative financial instruments

The Company uses derivative financial instruments to hedge its foreign currency risks and interest rate risks. A derivative is classified in the balance sheet as assets or liabilities at fair value through profit or loss except for derivatives that are designated effective hedging instruments which are classified as derivative financial assets or liabilities for hedging.

Derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognized in equity.

When the host contracts are either non-financial assets or liabilities, derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not designated at fair value though profit or loss.

  • (9) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

  • (a) In the principal market for the asset or liability, or

  • (b) In the absence of a principal market, in the most advantageous market for the asset or liability

  • 239 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The principal or the most advantageous market must be accessible to by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

(10) Inventories

Inventories are valued at lower of cost and net realizable value item by item.

Costs incurred in bringing each inventory to its present location and condition are accounted for as follows:

Raw materials - Purchase cost under weighted average cost method Finished goods and work in progress – Cost of direct materials and labor and

a proportion of manufacturing overheads based on normal operating capacity but excluding borrowing costs.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

Starting from 1 January 2019, rendering of services is accounted in accordance with IFRS 15 and not within the scope of inventories.

  • 240 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(11) Investments accounted for under the equity method

According to Article 21 of the Regulation, the Company’s investment in subsidiaries was presented as “Investments accounted for using equity method” and made necessary adjustments. The profit or loss during the period and other comprehensive income presented in the parent company only financial statements shall be the same as the allocations of profit or loss during the period and of other comprehensive income attributable to shareholders of the parent presented in the financial statements prepared on a consolidated basis, and the shareholders’ equity presented in the parent company only financial statements shall be the same as the equity attributable to shareholders of the parent presented in the financial statements prepared on a consolidated basis. The adjustment was considered the difference between investment in subsidiaries in consolidated financial statements according to IFRS 10 “Consolidated financial statements” and application of IFRS to different reporting entities, debit/credit “Investment accounted for using equity method”, “Share of profit or loss of subsidiaries, associates and joint ventures” or “Share of other comprehensive profit or loss of subsidiaries, associates and joint ventures” etc.

The Company’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Company has significant influence. Joint venture means the Company has rights to the net assets of the joint agreement (with joint controller).

Under the equity method, the investment in the associate or an investment in a joint venture is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Company’s share of net assets of the associate or joint venture. After the interest in the associate or joint venture 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 or joint venture. Unrealized gains and losses resulting from transactions between the Company and the associate or joint venture are eliminated to the extent of the Company’s related interest in the associate or joint venture.

  • 241 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

When changes in the net assets of an associate or a joint venture occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Company’s percentage of ownership interests in the associate or joint venture, the Company recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate or joint venture on a pro-rata basis.

When the associate or joint venture issues new stock, and the Company’s interest in an associate or a joint venture is reduced or increased as the Company fails to acquire shares newly issued in the associate or joint venture proportionately to its original ownership interest, the increase or decrease in the interest in the associate or joint venture is recognized in additional paid-in capital and investment accounted for using the equity method. When the interest in the associate or joint venture is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Company disposes the associate or joint venture.

The financial statements of the associate or joint venture are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company.

The Company determines at each reporting date whether there is any objective evidence that the investment in the associate or an investment in a joint venture is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures (before 1 January 2019: IAS 39 Financial Instruments: Recognition and Measurement ). If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets . In determining the value in use of the investment, the Company estimates:

  • 242 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (a) Its share of the present value of the estimated future cash flows expected to be generated by the associate or joint venture, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or

  • (b) The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.

Because goodwill that forms part of the carrying amount of an investment in an associate or an investment in a joint venture is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets .

Upon loss of significant influence over the associate or joint venture, the Company measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss. Furthermore, if an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the entity continues to apply the equity method and does not remeasure the retained interest.

(12) Property, plant and equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Company recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.

  • 243 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:

Items
Buildings
Machinery and equipment
Transportation equipment
Office equipment
Other equipment
Leasehold improvements
Useful Lives
550 years
315 years
510 years
310 years
215 years
Lower of leasehold years or useful lives

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.

The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate, and are treated as changes in accounting estimates.

(13) Leases

The accounting policy from 1 January 2019 is as follows:

For contracts entered on or after 1 January 2019, the Company assesses whether the 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 for a period of time, the Company assesses whether, throughout the period of use, has both of the following:

  • (a) the right to obtain substantially all of the economic benefits from use of the identified asset; and

  • (b) the right to direct the use of the identified asset.

  • 244 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The Company elected not to reassess whether a contract is, or contains, a lease on 1 January 2019. The Company is permitted to apply IFRS 16 to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 but not to apply IFRS 16 to contracts that were not previously identified as containing a lease applying IAS 17 and IFRIC 4.

For a contract that is, or contains, a lease, the Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Company for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Company estimates the stand-alone price, maximizing the use of observable information.

Company as a lessee

Except for leases that meet and elect short-term leases or leases of low-value assets, the Company recognizes right-of-use asset and lease liability for all leases which the Company is the lessee of those lease contracts.

At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:

  • (a) fixed payments (including in-substance fixed payments), less any lease incentives receivable;

  • (b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • 245 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (c) amounts expected to be payable by the lessee under residual value guarantees;

  • (d) the exercise price of a purchase option if the Company is reasonably certain to exercise that option; and

  • (e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

After the commencement date, the Company measures the lease liability on an amortized cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.

At the commencement date, the Company measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:

  • (a) the amount of the initial measurement of the lease liability;

  • (b) any lease payments made at or before the commencement date, less any lease incentives received;

  • (c) any initial direct costs incurred by the lessee; and

  • (d) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

For subsequent measurement of the right-of-use asset, the Company measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Company measures the right-of-use applying a cost model.

If the lease transfers ownership of the underlying asset to the Company by the end of the lease term or if the cost of the right-of-use asset reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Company depreciates the right-of-use asset 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.

  • 246 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The Company applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.

Except for those leases that the Company accounted for as short-term leases or leases of low-value assets, the Company presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements comprehensive income.

For short-term leases or leases of low-value assets, the Company elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.

Company as a lessor

At inception of a contract, the Company classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Company recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.

For a contract that contains lease components and non-lease components, the Company allocates the consideration in the contract applying IFRS 15.

The Company recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.

  • 247 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The accounting policy before 1 January 2019 is as follows:

Company as a lessee

Finance leases which transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognized in profit or loss.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

Company as a lessor

Leases in which the Company does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned.

(14) Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

  • 248 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset is accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in profit or loss when the asset is derecognized.

A summary of the policies applied to the Company’s intangible assets is as follows:

follows:
Useful lives
Amortization method used
Internally generated or acquired
Computer software
1~15 years
Amortized on a straight- line basis over the
estimated useful life
Acquired

(15) Impairment of non-financial assets

The Company assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

  • 249 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.

A cash generating unit, or groups of cash-generating units, to which goodwill has been allocated is tested for impairment annually at the same time, irrespective of whether there is any indication of impairment. If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill allocated to the cash generating unit (group of units), then to the other assets of the unit (group of units) pro rata on the basis of the carrying amount of each asset in the unit (group of units). Impairment losses relating to goodwill cannot be reversed in future periods for any reason.

An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.

(16) Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probably that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

  • 250 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Provision for decommissioning, restoration and rehabilitation costs

The provision for decommissioning, restoration and rehabilitation costs arose on construction of a property, plant and equipment. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognized as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.

Provision for warranties

A provision is recognized for expected warranty claims on products sold, based on past experience, management’s judgement and other known factors.

(17) Revenue recognition

The Company’s revenue arising from contracts with customers are primarily related to sale of goods and rendering of services. The accounting policies are explained as follows:

Sale of goods

The Company manufactures and sells machinery. Sales are recognized when control of the goods is transferred to the customer and the goods are delivered to the customers. The main product of the Company are computer peripherals, connectors, wires and other parts and revenue is recognized based on the consideration stated in the contract.

The credit period of the Company’s sale of goods is from 60 to 120 days. For most of the contracts, when the Company transfers the goods to customers and has a right to an amount of consideration that is unconditional, these contracts are recognized as trade receivables. The Company usually collects the payments shortly after transfer of goods to customers; therefore, there is no significant financing component to the contract. For some of the contracts, the Company has transferred the goods to customers but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. Besides, in accordance with IFRS 9, the Company measures the loss allowance for a contract asset at an amount equal to the lifetime expected credit losses.

  • 251 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Rendering of services

The Company provides maintenance services for the sale of construction for solar photovoltaic power generation system. Such services are separately priced or negotiated, and provided based on contract periods.

Most of the contractual considerations of the Company are collected evenly throughout the contract periods. When the Company has performed the services to customers but does not has a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. However, for some rendering of services contracts, part of the consideration was received from customers upon signing the contract, and the Company has the obligation to provide the services subsequently; accordingly, these amounts are recognized as contract liabilities.

The period between the transfers of contract liabilities to revenue is usually within one year, thus, no significant financing component has arisen.

(18) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

(19) Post-employment benefits

All regular employees of the Company are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Company. Therefore fund assets are not included in the Company’s consolidated financial statements.

  • 252 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

For the defined contribution plan, the Company will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due.

Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Re-measurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:

(a) the date of the plan amendment or curtailment, and

  • (b) the date that the Company recognizes restructuring-related costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.

(20) Income taxes

Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.

The surtax on undistributed retained earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the shareholders’ meeting.

  • 253 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Deferred tax

Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

  • i. Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

  • ii. In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

  • i. Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

  • ii. In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

  • 254 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

5. Significant accounting judgments, estimates and assumptions

The preparation of the parent company only financial statements require management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

  • 255 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(1)Fair value of financial instruments

Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flow model) or market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.

(2)Pension benefits

The cost of post-employment benefit and the present value of the pension obligation under defined benefit pension plans are determined using actuarial valuations. An actuarial valuation involves making various assumptions. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Please refer to Note 6 for more details.

(3)Income tax

Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Group company's domicile.

  • 256 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Deferred tax assets are recognized for all carry forward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies.

(4)Accounts receivables–estimation of impairment loss

The Company estimates the impairment loss of accounts receivables at an amount equal to lifetime expected credit losses. The credit loss is the present value of the difference between the contractual cash flows that are due under the contract (carrying amount) and the cash flows that expects to receive (evaluate forward looking information). However, as the impact from the discounting of short-term receivables is not material, the credit loss is measured by the undiscounted cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note 6 for more details.

(5)Inventories

Estimates of net realisable value of inventories take into consideration that inventories may be damaged, become wholly or partially obsolete, or their selling prices have declined. The estimates are based on the most reliable evidence available at the time the estimates are made. Please refer to Note 6 for more details.

6. Contents of significant accounts

(1) Cash and cash equivalents

Cash and cash equivalents
Cash on hand
Demand deposits
Time deposits
Total
As of 31 December
2019 2018
$23
954,109
30,252
$22
696,858
91,725
$984,384 $788,605
  • 257 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(2) Financial assets at fair value through profit or loss – current

Financial assets mandatorily at fair value through
profit or loss:
Stocks
Funds
Cross currency swap
Embedded derivative-bond
Total
As of 31 December As of 31 December
2019 2018
$97,144
68,646
-
-
$80,034
76,634
9,873
82
$165,790 $166,623

Financial assets at fair value through profit or loss were not pledged.

  • (3) Accounts receivables and accounts receivable - related parties
Accounts receivables
Less: loss allowance
subtotal
Accounts receivable – related parties
Total
As of 31 December As of 31 December
2019 2018
$1,019,705
(1,166)
$1,078,122
(1,166)
1,018,539
36,591
1,076,956

332
$1,055,130 $1,077,288

Accounts receivables were not pledged.

Accounts receivables are generally on 60-120 day terms. The total carrying amount for the years ended 31 December 2019 and 2018 were NT$1,019,705 thousand and NT$1,078,122 thousand, respectively. Please refer to Note 6(15) for more details on loss allowance and Note 12 for details on credit risk management.

  • 258 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(4) Inventories

Raw materials
Work in progress
Finished goods
Merchandise
Total
As of 31 December
2019
2018
$170,802
$159,485
62,529
19,440
337,888
268,622
163,486
176,227
$734,705
$623,774
2019
$170,802
62,529
337,888
163,486
$734,705

The inventory cost recognized as expenses for the years ended 31 December 2019 and 2018 were NT$3,640,365 thousand and NT$3,750,712 thousand, respectively. The price reduction (recovery) of inventories related to cost of goods sold were NT$9,513 thousand and NT$(1,712) thousand.

Gain from price recovery of inventories was due to the sale of obsolete products and the net realized value recovery for the year ended 31 December 2018.

Inventories were not pledged.

  • (5) Financial assets at fair value through other comprehensive income
Equity instrument investments measured at
fair value through other comprehensive
income – Non-current
Emerging companies stocks
Unlisted companies stocks
Total
As of 31 December As of 31 December
2019 2018
$18,797
223,307

$15,698

219,751
$242,104 $235,449
  • 259 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The Company disposed of the unlisted stocks of General Research of Electronics Inc. which were reported under equity instrument investments measured at fair value through other comprehensive income on 29 June 2018. Upon derecognition, the fair value of the investments was NT$0 thousand, and the cumulative disposal loss of NT$23,184 thousand was transferred from other components of equity to retained earnings.

The Company disposed of the listed stocks of INPAQ Technology Co., Ltd. which were reported under equity instrument investments measured at fair value through other comprehensive income on 18 April 2018 and 2 May 2018. Upon derecognition, the fair values of the investments were NT$913 thousand and NT$187,300 thousand and the cumulative disposal gain of NT$107 thousand and NT$19,725 thousand was transferred from other components of equity to retained earnings.

On 23 April 2018, the Company invested NT$646 thousand in Gongwin Biopharm Holdings Co., Ltd. In consideration of the Company’s investment strategy, the Company disposed of the emerging stocks of Gongwin Biopharm Holdings Co., Ltd., which were reported under equity instrument investments measured at fair value through other comprehensive income during the period. Upon derecognition, the fair value of the investments was NT$791 thousand, and the cumulative disposal gain of NT$145 thousand was transferred from other components of equity to retained earnings.

The return of paid-in capital for capital reduction from Top Taiwan II Venture Capital Co., Ltd., Top Taiwan III Venture Capital Co., Ltd. and Top Taiwan VII Venture Capital Co., Ltd. for the year ended 31 December 2019 were NT$525 thousand, NT$1,220 thousand and NT$4,592 thousand.

The return of paid-in capital for capital reduction from Top Taiwan II Venture Capital Co., Ltd., Top Taiwan III Venture Capital Co., Ltd. and Top Taiwan VII Venture Capital Co., Ltd. for the year ended 31 December 2018 were NT$775 thousand, NT$1,220 thousand and NT$5,204 thousand.

Financial assets at fair value through other comprehensive income were not pledged.

  • 260 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (6) Investments accounted for using the equity method

The following table lists the investments accounted for using the equity method of the Company:

Investees
Investments in subsidiaries:
SINBON International Enterprise Co., Ltd. (SB(BVI))
Beijing SINBON Tongan Electronics Co., Ltd. (BJSB Tongan)
Hong Kong SINBON Electronics Co., Ltd. (HKSB)
Kwan-Ze Corporation Ltd. (Kwan-Ze)
T-CONN Precision Co., Ltd. (T-CONN)
SINBON USA L.L.C. (SINBON USA)
SINBON Europe GmbH (EuropeSB)
Radbon Avionics Inc. (Radbon)
Beijing SINBON Electronics Co., Ltd. (BJSB)
Super Elite Ltd. (SEL)
Subtotal
Investments in associates:
Argocy Research Inc.
Top Taiwan IV Venture Capital Co., Ltd.
Subtotal
Total
As of 31 December As of 31 December As of 31 December
2019
Amount
%
$3,828,051
100.00
1,652,000
100.00
662,744
100.00
409,311
100.00
238,664
61.18
84,135
100.00
43,143
100.00
37,218
55.00
-
-
-
-
6,955,266
61,011
3.59
5,548
20.00
66,559
$7,021,825
2018
Amount
$3,828,051
1,652,000
662,744
409,311
238,664
84,135
43,143
37,218
-
-
6,955,266
61,011
5,548
66,559
$7,021,825
Amount
$3,663,702
1,294,388
477,520
348,679
153,467
61,182
110,496
30,527
226,114
108
6,366,183
49,210
24,061
73,271
$6,439,454
%
100.00
100.00
100.00
100.00
62.52
100.00
100.00
55.00
100.00
64.48
3.59
20.00

After signing the transfer agreement 5 September 2018, the shareholders’ rights and obligations of BJSB have been transferred to BJSB Tongan. On 2 January 2019, the change of registration was completed and approved by State Administration for Industry and Commerce of the People's Republic of China. BJSB was originally held by the Company. It is now held by BJSB Tongan.

On 10 January 2019, in order to expand its productivity in USA, the Company invested additional NT$33,882 thousand in SINBON USA LLC.

  • 261 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Super Elite Ltd. was closed down on 19 June 2019.

On 10 December 2019, T-CONN raised capital. The Company invested additional NT$49,262 thousand; however, the Company did not acquire shares according to the shareholding percentage. Therefore, its ownership dropped from 62.52% to 61.18%.

The return of paid-in capital for capital reduction from Top Taiwan IV Venture Capital Co., Ltd. for the year ended 31 December 2019 was NT$8,400 thousand.

On 18 January 2018, the Company acquired additional 300 thousand shares of Radbon hence raising its ownership to 100%. On 27 June 2018, Radbon raised cash capital with 3,000 shares; however, the Company did not acquire shares according to the shareholding percentage. Therefore, its ownership dropped from 100% to 55%.

On 25 April 2018 and 15 October 2018, The Company invested additional NT$59,216 thousand and NT$92,757 thousand in SINBON International Enterprise Co., Ltd., respectively.

On 21 September 2018 and 9 November 2018, T-CONN raised capital. The Company invested additional NT$44,685 thousand and NT$15,609 thousand, respectively; however, the Company did not acquire shares according to the shareholding percentage. Therefore, its ownership dropped from 64.48% to 62.25%.

On 28 December 2018, the Company invested additional NT$34,648 thousand in SINBON USA LLC due to the transfer of equity structure.

Worldwide Wire Harnesse Co., Ltd. was originally held by the Company. It is now held by SINBON USA due to the transfer of equity structure for the year ended 31 December 2018.

The return of paid-in capital for capital reduction from Top Taiwan IV Venture Capital Co., Ltd., Radbon Avionics Inc. and Super Elite Ltd. for the year ended 31 December 2018 were NT$17,600 thousand, NT$1,775 thousand and NT$15,629 thousand, respectively.

  • 262 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (1)For the years ended 31 December 2019 and 2018, the Company recognized share of profit or loss of subsidiaries and associates and exchange differences on translation of foreign operations accounted for using equity method, and the details are as follows:
Investees
Investments in subsidiaries:
SINBON International Enterprise Co., Ltd. (SB(BVI))
Beijing SINBON Tongan Electronics Co., Ltd. (BJSB Tongan)
Hong Kong SINBON Electronics Co., Ltd. (HKSB)
Kwan-Ze Corporation Ltd. (Kwan-Ze)
Worldwide Wire Harnesses Co., Ltd. (SST)
SINBON USA L.L.C. (SINBON USA)
Beijing SINBON Electronics Co., Ltd. (BJSB)
Super Elite Ltd. (SEL)
Radbon Avionics Inc. (Radbon)
T-CONN Precision Co., Ltd. (T-CONN)
SINBON Europe GmbH (EuropeSB)
Subtotal
Investments in associates:
Top Taiwan IV Venture Capital Co., Ltd.
Argocy Research Inc.
Subtotal
Total
For theyears ended 31 December
2019
2018
Investment
income
(loss)
Exchange
differences
on
translation
of Foreign
operations
Investment
income
(loss)
Exchange
differences
on
translation
of Foreign
operations
$575,888
$(156,582)
$465,726
$(84,294)
511,991
(69,496)
378,553
(23,897)
393,627
(8,475)
71,274
14,651
81,795
(4,952)
53,981
(2,168)
-
-
(4,797)
297
(8,457)
(1,797)
(9,860)
(328)
-
-
4,925
(5,393)
(16)
(11,505)
(5)
483
6,691
-
(6,761)
-
39,630
(1,932)
24,233
400
(64,915)
(2,438)
(50,628)
(3,433)
1,536,234
(257,177)
926,641
(103,682)
(10,065)
-
4
-
15,733
(997)
10,605
(437)
5,668
(997)
10,609
(437)
$1,541,902
$(258,174)
$937,250
$(104,119)
For theyears ended 31 December
2019
2018
Investment
income
(loss)
Exchange
differences
on
translation
of Foreign
operations
Investment
income
(loss)
Exchange
differences
on
translation
of Foreign
operations
$575,888
$(156,582)
$465,726
$(84,294)
511,991
(69,496)
378,553
(23,897)
393,627
(8,475)
71,274
14,651
81,795
(4,952)
53,981
(2,168)
-
-
(4,797)
297
(8,457)
(1,797)
(9,860)
(328)
-
-
4,925
(5,393)
(16)
(11,505)
(5)
483
6,691
-
(6,761)
-
39,630
(1,932)
24,233
400
(64,915)
(2,438)
(50,628)
(3,433)
1,536,234
(257,177)
926,641
(103,682)
(10,065)
-
4
-
15,733
(997)
10,605
(437)
5,668
(997)
10,609
(437)
$1,541,902
$(258,174)
$937,250
$(104,119)
2019
Investment
income
(loss)
Exchange
differences
on
translation
of Foreign
operations
$575,888
$(156,582)
511,991
(69,496)
393,627
(8,475)
81,795
(4,952)
-
-
(8,457)
(1,797)
-
-
(16)
(11,505)
6,691
-
39,630
(1,932)
(64,915)
(2,438)
1,536,234
(257,177)
(10,065)
-
15,733
(997)
5,668
(997)
$1,541,902
$(258,174)
Investment
income
(loss)
$575,888
511,991
393,627
81,795
-
(8,457)
-
(16)
6,691
39,630
(64,915)
1,536,234
(10,065)
15,733
5,668
$1,541,902

Investment
income
(loss)
$465,726
378,553
71,274
53,981
(4,797)
(9,860)
4,925
(5)
(6,761)
24,233
(50,628)
926,641
4
10,605
10,609
$937,250
  • 263 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(2)Investments in subsidiaries

Investing subsidiaries was expressed as “Investments accounted for under the equity method” in the parent company only financial statements, and was made the adjustment which was necessary.

(3)Investments in associates

Fair value of the investment in the associate when there is a quoted market price for the investment: Argocy Research Inc. is a listed entity on the Taiwan Stock Exchange (TWSE). The fair value of the investment in Argocy Research Inc. was NT$199,084 thousand and NT$88,204 thousand as of 31 December 2019 and 2018.

The Company’s investments in Argocy Research Inc. and Top Taiwan IV Venture Capital Co., Ltd. are not individually material. The aggregate financial information of the Company’s share of its associates is as follows:

Profit from continuing operations
Other comprehensive income (post-tax)
Total comprehensive income
For the years ended
31 December
For the years ended
31 December
2019
$5,668
27,268
$32,936
2018
$10,609
(2,107)
$8,502

The associates had no contingent liabilities or capital commitments as of 31 December 2019 and 2018.

Our audit, insofar as it related to the investments accounted for under the equity method amounting to NT$1,332,652 thousand and NT$704,258 thousand as of 31 December 2019 and 2018; the related shares of investment income from the associates and joint ventures amounted to NT$509,650 thousand and NT$106,116 thousand for the years ended 31 December 2019 and 2018, respectively; and the related shares of other comprehensive income from the associates and joint ventures amounted to NT$27,268 thousand and NT$(1,727) thousand for the years ended 31 December 2019 and 2018, respectively; are based solely on the reports of other independent accountants.

  • 264 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued) (Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(7) Property, plant and equipment

(1) Property, plant and equipment (applicable under IFRS 16 requirements)

Cost: Land
$150,430
-
-
-
$150,430
$ -
-
-
$ -
$150,430
Buildings
$408,170
4,203
-
10,334
$422,707
$109,961
15,863
-
$125,824
$296,883
Machinery
and
equipment
$136,534
8,143
(1,324)
2,298
$145,651
$84,687
10,733
(1,324)
$94,096
$51,555
Office
equipment
$29,633
1,290
(990)
9,072
$39,005
$21,841
3,777
(990)
$24,628
$14,377
Transportatio
n equipment
$1,145
1,099
-
-
$2,244
$875
301
-
$1,176
$1,068
Other
equipment
$13,332
4,480
-
1,379
$19,191
$4,313
3,117
-
$7,430
$11,761
Leasehold
improvements
$7,159
-
-
-
$7,159
$6,068
643
-
$6,711
$448
Total
$746,403
19,215
(2,314)
23,083
As of 1 January 2019
Additions
Disposals
Other changes
As of 31 December 2019
Depreciation and
impairment:
$786,387
$227,745
34,434
(2,314)
As of 1 January 2019
Depreciation
Disposals
As of 31 December 2019
Net carrying amount
as at:
$259,865
$526,522
31 December 2019

Note:The Company adopted IFRS 16 since 1 January 2019. The Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • 265 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(2) Property, plant and equipment (prior to the application of IFRS 16)

Cost: Land
$150,430
-
-
-
$150,430
$ -
-
-
$ -
$150,430
Buildings
$212,443
5,685
(4,826)
194,868
$408,170
$105,400
9,387
(4,826)
$109,961
$298,209
Machinery
and
equipment
$90,264
8,585
(2,059)
39,744
$136,354
$80,126
6,620
(2,059)
$84,687
$51,847
Office
equipment
$26,092
2,204
(164)
1,501
$29,633
$18,482
3,523
(164)
$21,841
$7,792
Transportatio
n equipment
$1,145
-
-
-
$1,145
$684
191
-
$875
$270
Other
equipment
$3,917
4,617
(87)
4,885
$13,332
$3,396
1,004
(87)
$4,313
$9,019
Leasehold
improvements
$6,635
524
-
-
$7,159
$5,600
468
-
$6,068
$1,091
Total
$490,926
21,615
(7,136)
240,998
As of 1 January 2018
Additions
Disposals
Other changes
As of 31 December 2018
Depreciation and
impairment:
$746,403
$213,688
21,193
(7,136)
As of 1 January 2018
Depreciation
Disposals
As of 31 December 2018
Net carrying amount
as at:
$227,745
$518,658
31 December 2018

Property, plant and equipment was not pledged.

There is no capitalization of interest due to purchase of property, plant and equipment

Components of building that have different useful lives are the main building structure and air conditioning, which are depreciated over 50 years and 25 years, respectively.

  • 266 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(8) Other non-current assets

Other non-current assets

Prepayment for equipment
Refundable deposits
Long-term prepaid rent
Other long-term investment
Other assets
Total
As of 31 December
2019
$102,999
26,347
6,330
600
154
$136,430
2018
$16,683
4,935
2,401
600
154
$24,773

No other non-current assets were pledged.

(9) Short-term loans

Short-term loans
Unsecured bank loans
Interest rates applied
As of 31 December
2019
2018
$1,741,166
$1,490,262
As of 31 December
2019
2018
0.63%~0.72%
0.60%-0.80%
2019
0.63%~0.72%

The Company’s unused short-term lines of credits amounted to NT$302,332 thousand and NT$373,927 thousand as of 31 December 2019 and 2018, respectively.

(10) Financial liabilities at fair value through profit or loss

Held for trading:
Derivatives not designated as hedging
Instruments
Cross currency swaps
As of31 December
2019
2018
$7,910
$ -
As of31 December
2019
2018
$7,910
$ -
2018
$ -
  • 267 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(11) Bonds payable

Bonds payable
Liability component
Principal amount
Discounts on bonds payable
Subtotal
Less: current portion
Net
Embedded derivative
Equity component
As of 31 December
2019 2018
$7,200
(59)

$411,600
(7,046)
7,141
(7,141)
404,554
(404,554)
$-
$-
$-
$(82)
$211
$12,061

Issuance of convertible bonds:

On 8 June 2017, the Company issued the sixth zero coupon unsecured convertible bonds. The terms of the convertible bonds were evaluated to include a liability component, embedded derivatives (a call option and a put option) and an equity component (an option for conversion into issuer’s ordinary shares). The terms of the bonds are as follows:

Issue amount: NT$500,000 thousand

Period: 8 June 2017 ~ 8 June 2020

Redemption clauses:

  • (1) The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (9 September 2017) and prior to 40 days before the maturity date (29 April 2020), at the principal amount of the bonds with an interest calculated at the rate of 0% per annum (early redemption conversion price) if the closing price of the Company’s ordinary shares on the Taiwan Stock Exchange (TWSE) for a period of 30 consecutive trading days, is at least 130% of the conversion price.

  • (2) The Company may redeem the bonds, in whole or in part, after 3 months of the issuance (9 September 2017) and prior to 40 days before the maturity date (29 April 2020), at the early redemption conversion price if at least 90% in principal amount of the bonds has already been exchanged, redeemed, purchased or cancelled.

  • 268 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (3) The Company may redeem the bonds in cash, within 5 trading days after the base date of withdrawing the bonds as stated on the “Withdrawal of Convertible Bonds Notice”, at the par value if the bondholders do not reply to the share affair agency in writing before the base date.

Reversal clauses:

  • a. The bondholders have the right to require the Company to redeem all or any portion of the bonds, 30 days prior to 2 year anniversary (June 8, 2019) of the issuance, at the principal amount of the bonds with an interest calculated at the rate of 0.5% per annum.

Terms of Exchange:

  • a. Underlying Securities: Common shares of the Company

  • b.Exchange Period: The bonds are exchangeable at any time on or after 9 September 2017 and prior to 8 June 2020 into common shares of the Company.

  • c. Exchange Price and Adjustment: The exchange price was originally NT$76.6 per share. The exchange price will be subject to adjustments upon the occurrence of certain events set out in the indenture.

In accordance with IFRS 9, said financial instrument is classified as an embedded derivative so the exercise price of the embedded put option is allocated to the liability component and equity component. The equity component is assigned the residual amount after deducting from the fair value of the instrument as a whole the amount separately determined for the liability component. The difference between the equity component and the book value was recognized in profit or loss. The difference between the liability component and the book value was recognized in “Share premium-warrants”. The financial assets of convertible bonds are measured at amortized cost, fair value through profit or loss amounted to NT$0 thousand and NT$82 thousand as of 31 December 2019 and 2018.

The convertible bonds that have already been converted were NT$492,800 thousand and NT$88,400 thousand as at 31 December 2019 and 2018.

  • 269 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(12) Post-employment benefits

Defined contribution plan

The Company adopt a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company have made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.

Pension expenses under the defined contribution plan for the years ended 31 December 2019 and 2018 were NT$21,968 thousand and NT$20,605 thousand, respectively.

Defined benefits plan

The Company adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Company assess the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company will make up the difference in one appropriation before the end of March the following year.

  • 270 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under discretionary accounts, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19.The Company expects to contribute NT$4,560 thousand to its defined benefit plan during the 12 months beginning after 31 December 2019.

The weighted average duration of the defined benefits obligation was 13.5 years as of 31 December 2019.

Pension costs recognized in profit or loss are as follows:

Current service costs
Net interest on the net defined benefit liabilities
Total
For the years ended
31 December
For the years ended
31 December
2019 2018
$1,197
948
$1,340
1,185
$2,145 $2,525

Reconciliations of liabilities of the defined benefit obligation and plan assets at fair value are as follows:


Defined benefit obligation
Plan assets at fair value
Net defined benefit liabilities, noncurrent
As of
31 Dec. 2019
31 Dec. 2018
1 Jan.2018
$138,518
(62,086)
$144,516
(56,006)
$147,616
(58,320)
$76,432 $88,510 $89,296
  • 271 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Reconciliation of liabilities (assets) of the defined benefit plan are as follows:

As of 1 January 2018
Current service cost
Interest expense (income)
Subtotal
Remeasurements of the defined benefit liabilities
/assets:
Actuarial gains and losses arising from changes in
demographic assumptions
Experience adjustments
Remeasurements of the defined benefit assets
Subtotal
Payments of benefit obligation
Contributions by employer
As of 31 December 2018
Current period service costs
Interest expense (income)
Subtotal
Remeasurements of the defined benefit liabilities
/assets:
Experience adjustments
Remeasurements of the defined benefit assets
Subtotal
Payments of benefit obligation
Contributions by employer
As of 31 December 2019
As of
Defined benefit
obligation

Plan assets at
fair value
Net defined
benefit
liabilities
$147,616
1,340
1,992
$(58,320)
-
(807)
$89,296
1,340
1,185
150,948
4,248
(1,300)
-
(59,127)
-
-
(1,778)

91,821
4,248
(1,300)
(1,778)
2,948 (1,778) 1,170
(9,380)
-
9,380
(4,481)
-
(4,481)
144,516
1,197
1,589
(56,006)
-
(641)

88,510
1,197
948
147,302
(7,651)
-
(56,647)
-
(2,012)

90,655
(7,651)
(2,012)
(7,651) (2,012) (9,663)
(1,133)
-
1,133
(4,560)
-
(4,560)
$138,518 $(62,086) $76,432
  • 272 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The principal assumptions used in determining the Company’s defined benefit plan are shown below:

benefit plan are shown below:
Discount rate
Expected rate of salary increases
As of 31 December
2019 2018
1.10%
3.00%
1.10%
3.00%

Sensitivity analysis for significant assumption are shown below:

Discount rate increase by 0.50%
Discount rate decrease by 0.50%
Future salary increase by 1.00%
Future salary decrease by 1.00%
For theyears ended 31 December For theyears ended 31 December For theyears ended 31 December For theyears ended 31 December
2019 2018
Defined
benefit
obligation
increase
Defined
benefit
obligation
decrease

Defined
benefit
obligation
increase
Defined
benefit
obligation
decrease
$ -
7,408
14,967
-
$6,849
-
-
13,082
$ -
9,065
18,380
-
$8,320
-
-
15,837

The sensitivity analyses above are based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.

There was no change in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.

(13)Equity

(a) Common stock

The Company’s authorized capital was NT$4,500,000 thousand as of 31 December 2019 and 2018. The issued capital was NT$2,325,237 thousand and NT$2,257,273 thousand in a total of 232,524 thousand shares and 225,727 thousand shares, respectively. Each share has one voting right and a right to receive dividends.

  • 273 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The investors requested to convert the Company’s convertible bonds into common stocks by issuing new common shares from 1 January 2019 to 31 December 2019 amount to NT$59,740 thousand in a total of 5,975 thousand shares and amount to NT$58,283 thousand had been completed the registration process for 5,829 thousand shares as of 31 December 2019. The rest has not yet been completed. Therefore, the accumulated book value of certificates of bond - to - stock conversion is NT$1,457 thousand in a total of 146 thousand shares.

As of 1 January 2019, the accumulated book value of certificates of bond - to - stock conversion that had completed the registration process amounted to NT$9,681 thousand in a total of 968 thousand shares as of 31 March 2019.

(b) Capital surplus

Capital surplus
Additional paid-in capital
Treasury share transactions
Share of changes in net assets of
associates
and
joint
ventures
accounted for using the equity
method
From share of changes in net assets of
associates
Premium from merger
Stok options
Total
As of 31 December
2019
$1,241,283
5,749
(1,690)
(17,477)
705
211
$1,228,781
2018
$890,036
5,749
(1,690)
(2,775)
705
12,061
$904,086

According to the Company Act, the capital reserve shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital reserves related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.

  • 274 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (c) Retained earnings and dividend policies

According to the Company’s original Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:

  • a. Payment of all taxes and dues;

  • b. Offset prior years’ operation losses;

  • c. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve;

  • d. Set aside or reverse special reserve in accordance with law and regulations; and

  • e. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.

As the Company is undergoing a growth stage, the policy of dividend distribution should reflect its long-term financial planning. The Board of Directors shall make the distribution proposal annually and present it at the Shareholder’s meeting every year. The distribution of shareholders dividend shall be allocated cash dividends to be distributed may not be less than 10% of total dividends to be distributed.

According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total authorized capital. The legal reserve can be used to make good the deficit of the Company. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the shareholders.

Pursuant to existing regulation, the Company is required to appropriate addition special reserve in the amount equal to the net debit balance of the other components of shareholders’ equity. However, if any of the debit elements is reversed, the special reverse in the amount equal to the reversal maybe released for earnings distribution or offsetting accumulated deficit.

  • 275 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Following the adoption of TIFRS, the FSC on 6 April 2012 issued Order No. Financial-Supervisory-Securities-Corporate-1010012865, which sets out the following provisions for compliance:

On a public company's first-time adoption of the TIFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders’ equity that the company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside an equal amount of special reserve. Following a company’s adoption of the TIFRS for the preparation of its financial reports, when distributing distributable earnings, it shall set aside to special reserve, from the profit/loss of the current period and the undistributed earnings from the previous period, an amount equal to “other net deductions from shareholders’ equity for the current fiscal year, provided that if the company has already set aside special reserve according to the requirements in the preceding point, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed.

The Company did not reverse any special reserve as a result of using, disposing of or reclassifying related assets in 31 December 2019 and 2018.

Details of the 2019 and 2018 earnings distribution and dividends per share as approved and resolved by the Board of Directors’ meeting and shareholders’ meeting on 20 March 2020 and 6 June 2019, respectively, are as follows:


Common stock -cash dividend
Legal reserve
Special reserve
Total
Appropriation of earnings Appropriation of earnings Dividendper share(NT$) Dividendper share(NT$)
2019 2018 2019 2018
$1,233,721
172,624
139,290
$1,026,622
141,348
108,492
$5.3 $4.5
$1,545,635 $1,276,462

Please refer to Note 6(16) for further details on employees’ compensation and remuneration to directors and supervisors.

  • 276 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(14) Operating revenue

Revenue from contracts with customers
Sale of goods
Other operating revenue
Total
For the years ended
31 December
For the years ended
31 December
2019
$4,862,963
36,321
$4,899,284
2018
$4,901,712
134,215
$5,035,927

Analysis of revenue from contracts with customers for the years ended 31 December 2019 and 2018 are as follows:

(1) Disaggregation of revenue

For the year ended 31 December 2019

Green Industrial Medical
Energy Application Health Automotive Communication Total
Sale of goods $ - $1,863,018 $608,696 $582,182 $1,809,067 $4,862,963
Other - 13,915 4,546 4,348 13,512 36,321
operating
revenues
Total $ - $1,876,933 $613,242 $586,530 $1,822,579 $4,899,284
Timing of
revenue
recognition :
At a point $ - $1,876,933 $613,242 $586,530 $1,822,579 $4,899,284
in time
Over time - - - - - -
Total $ - $1,876,933 $613,242 $586,530 $1,822,579 $4,899,284
  • 277 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

For the year ended 31 December 2018

Green
Energy
Industrial
Application
Sale of goods
$ -
$1,673,654
Other
operating
revenues
-
45,827
Total
$ -
$1,719,481
Timing of
revenue
recognition :
At a point
in time
$ -
$1,719,481
Over time
-
-
Total
$ -
$1,719,481
(2) Contract balances
Contract liabilities - current
Sales of goods
Medical
Health
Automotive
$596,509
$637,576
16,333
17,458
$612,842
$655,034
$612,842
$655,034
-
-
$612,842
$655,034
108.12.31
$144,118
Medical
Health
Automotive
$596,509
$637,576
16,333
17,458
$612,842
$655,034
$612,842
$655,034
-
-
$612,842
$655,034
108.12.31
$144,118
Medical
Health
Automotive
$596,509
$637,576
16,333
17,458
$612,842
$655,034
$612,842
$655,034
-
-
$612,842
$655,034
108.12.31
$144,118
Communication
$1,993,973
54,597
$2,048,570
$2,048,570
-
$2,048,570
107.12.31
Communication
$1,993,973
54,597
$2,048,570
$2,048,570
-
$2,048,570
107.12.31
Total
$4,901,712
134,215
$5,035,927
$5,035,927
-
$5,035,927
107.12.31 107.1.1
$144,118 $89,471 $133,277

For the year ended 31 December 2019, contract liabilities increased as additional performance obligations are not satisfied.

For the year ended 31 December 2018, contract liabilities decreased as performance obligations are partially satisfied.

(3) Transaction price allocated to unsatisfied performance obligations

None

  • (4) Assets recognized from costs to fulfil a contract

None

  • 278 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(15) Expected credit losses (gains)

Expected credit losses (gains)
Operation expense- Expected credit (gains) losses
Trade receivables
For the years ended
31 December
2019 2018
$- $696

Please refer to Note 12 for more details on credit risk.

The Company measures the loss allowance of its trade receivables (including note receivables and trade receivables) at an amount equal to lifetime expected credit losses. The assessment of the Company’s loss allowance as at 31 December 2019 and 2018 are as follows:

31 December 2019


Gross carrying
amount
Loss ratio
Lifetime
expected
credit losses
Carrying amount
Not yet
due(note)

$1,044,736
-%
-
$1,044,736
Overdue >=121 days Total
<=30 days
31-60 days
61-90 days

$1,458
-%
-
$1,458
91-120 days

$193
-%
-
$18,223
$745
-%
-%
$1,166
30-100%
$1,066,521
-
-
(1,166) (1,166)
$18,223
$745
$193 $ - $1,065,355

31 December 2018


Gross carrying
amount
Loss ratio
Lifetime
expected
credit losses
Carrying amount
Not yet
due(note)

$1,062,470
-%
-
$1,062,470
Overdue >=121 days Total
<=30 days
31-60 days
61-90 days

$ -
-%
-
$ -
91-120 days

$ -
-%
-
$26,653
$1,164
-%
-%
$1,166
30-100%
$1,091,453
-
-
(1,166) (1,166)
$26,653
$1,164
$ - $ - $1,090,287

Note: The Group’s note receivables are not overdue.

  • 279 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The movement in the provision for impairment of note receivables and trade receivables during the years ended 31 December 2019 and 2018 are as follows:

as follows:
As of 1 January 2019
Write off
Addition/(reversal) for the current period
As of 31 December 2019
As of 1 January 2018 (in accordance with IAS 39)
As of 1 January 2018 Transition adjustment to
retained earnings
As of 1 January 2018 (in accordance with IFRS 9)
Write off
Addition/(reversal) for the current period
As of 31 December 2018
Note receivables
$ -
-
-
$-
$ -
-
-
-
-
$-
Trade receivables
$1,166
-
-
$1,166
$470
-
$470
-
696
$1,166

(16) Leases

  • (1) The Company is a lessee (Adoption of the related disclosure in IFRS 16)

The Company leases various properties, including real estate such as buildings and transportation equipment. The lease terms range from 1 to 16 years.

The Company’s leases effect on the financial position, financial performance and cash flows are as follow:

  • A. Amounts recognized in the balance sheet

  • (a) Right-of-use asset

The carrying amount of right-of-use assets

Buildings
Transportation equipment
Total
As of 31 December As of 31 December
2019 2018(Note)
$45,826

16,520
$62,346
  • 280 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Note: The Company adopted IFRS 16 since 1 January 2019. The Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

During the year ended 31 December 2019, The Company’s additions to right-of-use assets amounting to NT$56,257 thousand.

(b) Lease liabilities

Lease liabilities
Lease liabilities
Current
Non-Current
Total
As of 31 December
2019 2018(Note)
$18,673
43,743
$62,416

Please refer to Note 6(17)(c) for the interest on lease liabilities recognized during the year ended 31 December 2019 and refer to Note 12 (5) Liquidity risk management for the maturity analysis for lease liabilities as at 31 December 2019.

Note: The Company adopted IFRS 16 since 1 January 2019. The Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • B. Amounts recognized in the statement of profit or loss

Depreciation charge for right-of-use assets

Buildings
Transportation equipment
Total
For the years ended
31 December
For the years ended
31 December
2019 2018(Note)


$10,361
5,884
$16,245

Note: The Company adopted IFRS 16 since 1 January 2019. The Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • 281 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

C.Income and costs relating to leasing activities

The expenses relating to
short-term leases
For the years ended
31 December
For the years ended
31 December
2019

$9,302
2018(Note)
  • Note: The Company adopted IFRS 16 since 1 January 2019. The Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • D. Cash outflow related to lessee and lease activity

During the year ended 31 December 2019, The Company’s total cash outflows for leases amounting to NT25,738 thousand.

  • (2) Operating lease commitments - Company as a lessee (applicable to the disclosure requirement in IAS 17)

The Company has entered into commercial leases on certain property, plant and equipment. These leases have an average life of three to five years with no renewal option included in the contracts. There are no restrictions placed upon The Company by entering into these leases.

Future minimum rentals payable under non-cancellable operating leases as at 31 December 2019 and 31 December 2018 are as follows:

Not later than one year
Later than one year and not later
than five years
Later than five years
Total
As of 31 December As of 31 December
2019(Note) 2018
$9,284
35,938
-
$45,222
  • 282 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Operating lease expense recognized as followed:


Minimum lease payments
Contingent rents
Total
For the years ended
31 December
For the years ended
31 December
2019(Note) 2018
$21,134
-
$21,134

Note: The Company adopted IFRS 16 since 1 January 2019. The Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

(17)Summary statement of employee benefits, depreciation and amortization expenses by function for the years ended 31 December 2019 and 2018:

Function
Nature
For theyears ended 31 December For theyears ended 31 December For theyears ended 31 December For theyears ended 31 December For theyears ended 31 December For theyears ended 31 December
2019 2018
Operating
costs
Operating
expenses
Total Operating
costs
Operating
expenses
Total
Employee benefits expense
Salaries $93,613 $453,884 $547,497
$84,646
$386,666 $471,312
Labor and health insurance 11,646
31,827

43,473

10,564

28,461

39,025
Pension 6,092
18,021

24,113

5,699

17,431

23,130
Remuneration to directors and
supervisors
-
17,350

17,350

-

15,300

15,300
Other employee benefits
expense
10,776
17,091

27,867

10,051

15,679

25,730
Depreciation 22,721
27,958

50,679

8,950

12,243

21,193
Amortization 185
2,667

2,852

417

3,331

3,748

As of 31 December 2019 and 2018, the number of employees of the Company were 782 and 681; the number of directors who were not concurrently employees were 10 and 8, respectively.

For the years ended 31 December 2019 and 2018, the average of employees benefits expense of the Company were NT$833 thousand and NT$831 thousand, respectively.

  • 283 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

For the years ended 31 December 2019 and 2018, the average of employees salaries of the Company were NT$709 thousand and NT$700 thousand, respectively.

The Company’s average salary expense adjustment for the year ended 31 December 2019 increased by 1%.

According to the Articles of Incorporation, 1% to 15% of profit of the current year is distributable as employees’ compensation and no higher than 3% of profit of the current year is distributable as remuneration to directors and supervisors. However, the company's accumulated losses shall have been covered. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.

Based on profit of 31 December 2019, the Company estimated the amounts of the employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2019 to be 1.50% and 0.87% of profit, respectively. The employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2019 amount to NT$30,000 thousand and NT$17,350 thousand respectively, recognized as employee benefits expense.

A resolution was passed at a Board of Directors meeting held on 20 March 2020 to distribute NT$30,000 thousand and NT$17,350 thousand in cash as employees’ compensation and remuneration to directors and supervisors of 2019, respectively. Differences between the estimated amount and the actual distribution of the employee compensation and remuneration to directors and supervisors for the year ended 31 December 2019 are recognized in profit or loss of the subsequent year in 2019.

  • 284 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The employees’ compensation and remuneration to directors and supervisors for the year ended of 31 December 2018 amount to NT$24,000 thousand and NT$15,300 thousand respectively. No material differences exist between the estimated amount and the actual distribution of the employee bonuses and remuneration to directors and supervisors for the year ended 31 December 2018.

(18) Non-operating income and expenses

(a) Other income

Other income
Dividend income
Sample income
Interest income
Financial assets measured at amortized
costs
Rent income
Others
Total
For theyears ended 31 December
2019
$28,333
19,883
4,038
2,230
82,902
$137,386
2018
$16,607
24,513
3,299
1,372
47,060
$92,851

(b) Other gains and losses

Other gains and losses
Foreign exchange gains, net
Gains on disposal of investments
Gains on disposal of property, plant and
equipment
(Losses)Gains of financial asset at fair
value through profit or loss(Note1)
(Losses)Gains of financial liabilities at fair
value through profit or loss(Note2)
Total
For theyears ended 31 December
2019
$17,866
4,847
88
(788)
(7,910)
$14,103
2018
$78,933
-
-
38,858
44,727
$162,518

Note:

  1. Balances were arising from financial assets mandatorily measured at fair value through profit or loss.

  2. Balances were arising from held for trading financial liabilities.

  3. 285 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(c) Finance costs

Finance costs
Interest on loans from bank
Interest on bonds payable
Interest on lease liabilities
Total
For theyears ended 31 December
2019
$10,812
1,769
241
$12,822
2018
$12,471
5,645
(Note)
$18,116

Note: The Company adopted IFRS 16 since 1 January 2019. The

Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

(19)Components of other comprehensive income

For the year ended 31 December 2019

Not to be reclassified to profit or loss in
subsequent periods:
Remeasurements of defined benefit plans
Unrealized gains on equity instruments
measured at fair value through other
comprehensive income
Unrealized gains on equity instruments
method at fair value through other
comprehensive income of associates and
joint venture
To be reclassified to profit or loss in
subsequent periods:
Exchange differences resulting from
translating the financial statements of
foreign operations
Total of other comprehensive income
Arising during
theperiod
Reclassification
adjustments
duringtheperiod

Other
comprehensive
income, before
tax
Income tax relating
to components of
other
comprehensive
income
Other
comprehensive
income,net of tax
$9,663
15,392
35,149
(235,288)
$ -
-
-

-
$9,663
15,392
35,149
(235,288)
$(1,933)
-
-
45,457
$7,730
15,392
35,149
(189,831)
$(175,084) $ - $(175,084) $43,524 $(131,560)
  • 286 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

For the year ended 31 December 2018

Not to be reclassified to profit or loss in
subsequent periods:
Remeasurements of defined benefit plans
Unrealized gains on equity instruments
measured at fair value through other
comprehensive income
Unrealized gains on equity instruments
method at fair value through other
comprehensive income of associates and
joint venture
To be reclassified to profit or loss in
subsequent periods:
Exchange differences resulting from
translating the financial statements of
foreign operations
Total of other comprehensive income
Arising during
theperiod
Reclassification
adjustments
duringtheperiod

Other
comprehensive
income, before
tax
Income tax relating
to components of
other
comprehensive
income
Other
comprehensive
income,net of tax
$(1,170)
110,611
(2,107)
(103,951)
$ -
-
-

-
$(1,170)
110,611
(2,107)
(103,951)
$1,624
-
-
22,757
$454
110,611
(2,107)
(81,194)
$3,383 $ - $3,383 $24,381 $27,764

Income tax

Based on the amendments to the Income Tax Act announced on 7 February 2018, the Company’s applicable corporate income tax rate for the year ended 31 December 2018 has changed from 17% to 20%. The corporate income surtax on undistributed retained earnings has changed from 10% to 5%.

  • 287 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The major components of income tax expense are as follows:

Income tax expense recognized in profit or loss

Current income tax expense :
Current income tax charge
Adjustments in respect of current income tax
of prior periods
Deferred tax expense:
Deferred tax expense relating to origination
and reversal of temporary differences
Deferred tax expense (income) relating to
changes in tax rate or the imposition of new
taxes
Total income tax expense
For the years ended
31 December
For the years ended
31 December
2019
$298,302
-
(22,994)
-
$275,308
2018
$193,571
(18,836)
37,448
20,006
$232,189

Income tax relating to components of other comprehensive income

Deferred tax expense(income):
Exchange differences on translation
of foreign operations
Remeasurements of defined benefit plans
Income tax relating to components of other
comprehensive income
For the years ended
31 December
For the years ended
31 December
2019
$(45,457)
1,933
$(43,524)
2018
$(22,757)
(1,624)
$(24,381)
  • 288 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:

A reconciliation between tax expense and the product of accounting profit
multiplied by applicable tax rates is as follows:
uct of accounting profit uct of accounting profit
For the years ended
31 December
2019
2018
Accounting profit before tax from continuing operations
$1,993,819
$1,645,666
At the Company’s statutory income tax rate
$398,764
$329,133
Tax effect of revenues exempt from taxation
(16,696)
(10,952)
Tax effect of expenses not deductible for tax purposes
354
1,698
Tax effect of deferred tax assets/liabilities
(112,166)
(103,335)
Corporate income surtax on undistributed retained earnings
5,052
14,475
Tax effect of different tax rates for entities in other tax regions
-
(18,836)
Adjustments in respect of deferred income tax of prior
periods
-
20,006
Total income tax expense recognized in profit or loss
$275,308
$232,189
Deferred tax assets (liabilities) relate to the following:
For the year ended 31 December 2019
For the years ended
31 December
2019 2018
$1,993,819 $1,645,666
$398,764
(16,696)
354
(112,166)
5,052
-
-
$329,133
(10,952)
1,698
(103,335)
14,475
(18,836)
20,006
$275,308 $232,189
Temporary differences
Exchange differences on translation of
foreign operations
Unrealized foreign exchange gains or
losses
Loss from price recovery (reduction) of
inventories
Revaluations of financial liabilities at fair
value through profit or loss
Investments accounted for using the
equity method
Unrealized intragroup profits and losses
Remeasurements of defined benefit plans
Non-current liability – Defined benefit
liability
Loss allowance
Convertible bonds
Deferred tax (income) /expense
Net deferred tax assets (liabilities)
Reflected in balance sheet as follows:
Deferred tax assets
Deferred tax liabilities
Balance as of 1
January
$37,648
(295)
2,999
(8,261)
(178,949)
7,901
9,501
8,200
974
(1,052)
$(121,334)
$67,223
$188,557
Recognized in
profit or loss
$ -
4,654
1,902
1,732
5,664
9,155
-
(121)
-
8
$22,994
Recognized in
other
comprehensive
income
$45,457
-
-
-
-
-
(1,933)
-
-
-
$43,524
Balance as of
31 December
$83,105
4,359
4,901
(6,529)
(173,285)
17,056
7,568
8,079
974
(1,044)
$(54,816)
$126,042
$180,858
  • 289 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

For the year ended 31 December 2018

Temporary differences
Exchange differences on translation of
foreign operations
Unrealized foreign exchange gains or
losses
Loss from price recovery (reduction) of
inventories
Revaluations of financial liabilities at fair
value through profit or loss
Investments accounted for using the
equity method
Unrealized intragroup profits and losses
Remeasurements of defined benefit plans
Non-current liability – Defined benefit
liability
Loss allowance
Convertible bonds
Deferred tax (income) /expense
Net deferred tax assets (liabilities)
Reflected in balance sheet as follows:
Deferred tax assets
Deferred tax liabilities
Balance as of 1
January
$14,891
(2,922)
2,840
7,119
(131,216)
5,963
7,877
7,303
709
(825)
$(88,261)
$46,702
$134,963
Recognized in
profit or loss
$ -
2,627
159
(15,380)
(47,733)
1,938
-
897
265
(227)
$(57,454)
Recognized in
other
comprehensive
income
$22,757
-
-
-
-
-
1,624
-
-
-
$24,381
Balance as of
31 December
$37,648
(295)
2,999
(8,261)
(178,949)
7,901
9,501
8,200
974
(1,052)
$(121,334)
$67,223
$188,557

Unrecognized deferred tax liabilities relating to the investment in subsidiaries

The Company shall recognize the relevant deferred income tax liabilities for the income tax payable that may arise when the undistributed surplus of a foreign subsidiary is remitted back, in accordance with the undistributed surplus expected to be allocated by the future subsidiary.

  • 290 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

The assessment of income tax returns

As of 31 December 2019, the Company’s income tax returns through 2017 have been assessed and approved by the tax authority.

(20) Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

hares.
(a) Basic earnings per share
Net income
Weighted average number of ordinary shares
outstanding for basic earnings per share (in
thousands)
Basic earnings per share (NT$)
(b) Diluted earnings per share
Profit attributable to ordinary equity holders of the
Company
Add: Interest expense from convertible bonds
Profit attributable to ordinary equity holders of the
Company after dilution
For the years ended
31 December
2019
$1,718,511
230,104
$7.47
$1,718,511
1,415
$1,719,926
2018
$1,413,477
225,685
$6.26
$1,413,477
4,516
$1,417,993
  • 291 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Weighted average number of ordinary shares
outstanding for basic earnings per share (in
thousands)
Effect of dilution:
Employee compensation-stock (in thousands)
Convertible bonds (in thousands)
Weighted average number of ordinary shares
outstanding after dilution (in thousands)
Diluted earnings per share (NT$)
For the years ended
31 December
For the years ended
31 December
2019
230,104
242
2,659
233,005
$7.38
2018
225,685
290
6,352
232,327
$6.10

There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date of completion of the financial statements.

  1. Related party transactions

Information of the related parties that had transactions with the Company during the financial reporting period is as follows:

Name and nature of relationship of the related parties

Name of the relatedparties

Argosy Research Inc.

SINBON Circuits & Cables LLC(Note)

SINBON Germany GmbH

Hong Kong SINBON Electronics Co., Ltd.

Tong Cheng SINBON Electronics Co., Ltd.

Jiangyin SINBON Electronics Co., Ltd.

SINBON USA LLC

Radbon Avionics Inc.

T-CONN Precision Co., Ltd.

SINBON Hungary Kft.

Beijing SINBON Tongan Electronics Co., Ltd.

Jiangsu ENMAGIC Energy Co., Ltd. (JSEM)
Nature of relationship
Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
  • 292 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Note: The company newly invested in SINBON Circuits & Cables LLC on January 10, 2019.Increase the shareholding ratio from 40% to 51%, and change its relationship with the company from an affiliated company to a subsidiary Division.

Significant transactions with related parties

(a) Sales

ales
Subsidiaries
Associates
Total
For the years ended
31 December
2019
$4,794
36,468
$41,262
2018
$7,712
-
$7,712

The sales price to the above related parties was determined through mutual agreement based on the market rates. The outstanding balance as of 31 December 2019 and 2018 was unsecured, non-interest bearing and must be settled in cash. The receivables from the related parties were not guaranteed.

(b) Purchases

urchases
Subsidiaries
Associates
Total
For the years ended
31 December
2019
$1,608,961
-
$1,608,961
2018
$1,651,967
22
$1,651,989

The purchase price from the above related parties was determined through mutual agreement based on the market rates. The payment terms from the related party suppliers were comparable with third party suppliers.

  • 293 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(c) Accounts receivable-related parties

Accounts receivable-related parties
Subsidiaries
Associates
Total
As of 31 December
2019
2018
$160
$5
36,431
327
$36,591
$332
2019
$160
36,431
$36,591

(d) Other receivables-related parties

Subsidiaries

As of 31 December As of 31 December
2019
$75,358
2018
$66,717
  • (e) Accounts payable-related parties
Accounts payable-related parties
Subsidiaries
Associates
Total
As of 31 December
2019
$304,538
-
$304,538
2018
$301,005
23
$301,028

(f) Other payables

Other payables
Subsidiaries
Associates
Total
As of 31 December
2019
$7,570
125
$7,695
2018
$3,737
17
$3,754

(g) Expenses

Subsidiaries Associates Total

For the years ended
31 December
For the years ended
31 December
2019
$15,547
119
$15,666
2018
$17,885
699
$18,584
  • 294 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(h) Key management personnel compensation

Short-term employee benefits
Post-employment benefits
Total
For the years ended
31 December
For the years ended
31 December
2019
$102,338
24,113
$126,451
2018
$84,293
23,130
$107,423

8. Assets pledged as security

None.

9. Significant contingencies and unrecognized contract commitments

The Company provided guarantees for subsidiaries’ financing to banks for the year ended 31 December 2019. Please refer to Note 13.(1)(b).

  1. Significant disaster loss

None.

11. Significant subsequent events

None.

  1. Others

  2. (1)Categories of financial instruments

Financial assets

Financial assets
Financial assets at fair value through profit or loss:
Mandatorily measured at Fair value through profit or
loss
Financial assets at fair value through other comprehensive
income
Financial assets measured at amortized cost (Note 1)
Total
As of 31 December
2019
$165,790
242,104
2,163,175
$2,571,069
2018
$166,623
235,449
2,009,465
$2,411,537
  • 295 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Financial liabilities
Financial liabilities at amortized cost:
Short-term loans
Notes and accounts payable
Bonds payable (including current portion with maturity
less than 1 year)
Others payables
Lease liabilities
Subtotal
Financial liabilities at fair value through profit or loss:
Held for trading
Total
As of 31 December As of 31 December
2019
$1,741,166
926,651
7,141
379,318
62,416
3,116,692
7,910
$3,124,602
2018
$1,490,262
889,501
404,554
288,845
(Note2)
3,073,162
-
$3,073,162

Note:

  • 1.Including cash and cash equivalents, notes receivable, trade receivables and other receivables.

  • 2.The Company adopted IFRS 16 on 1 January 2019. The Company elected not to restate prior periods in accordance with the transition provision in IFRS 16.

  • (2) Financial risk management objectives and policies

The Company’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Company identifies measures and manages the aforementioned risks based on the Company’s policy and risk appetite.

The Company has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Company complies with its financial risk management policies at all times.

  • 296 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

(3) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk, interest rate risk and other price risk (such as equity risk).

In practice, it is rarely the case that a single risk variable will change independently from other risk variable, there are usually interdependencies between risk variables. However the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.

Foreign currency risk

The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense are denominated in a different currency from the Company’s functional currency) and the Company’s net investments in foreign subsidiaries.

The Company has certain foreign currency receivables to be denominated in the same foreign currency with certain foreign currency payables, therefore natural hedge is received. The Company also uses forward contracts to hedge the foreign currency risk on certain items denominated in foreign currencies. Hedge accounting is not applied as they did not qualify for hedge accounting criteria. Furthermore, as net investments in foreign subsidiaries are for strategic purposes, they are not hedged by the Company.

The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Company’s profit is performed on significant monetary items denominated in foreign currencies as at the end of the reporting period. The Company’s foreign currency risk is mainly related to the volatility in the exchange rates for USD.

  • 297 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s loans and receivables at variable interest rates, bank borrowings with fixed interest rates and variable interest rates.

The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including investments and borrowings with variable interest rates and interest rate swaps. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit.

Pre-tax sensitivity analysis of changes in related risk factors for the years ended 31 December 2019 and 2018 are as follows:

For the year ended 31 December 2019

Main Risk
Foreign currency risk
Interest rate risk
Fluctuation
NTD/USD rate +/− 1%
Market rate +/− 10 basis points
Sensitivity of
profit/loss
+/−$6,099
+/−$1,749
Sensitivity of
equity
-
-

For the year ended 31 December 2018

Main Risk
Foreign currency risk
Interest rate risk
Fluctuation
NTD/USD rate +/− 1%
Market rate +/− 10 basis points
Sensitivity of
profit/loss
+/−$3,924
+/−$1,480
Sensitivity of
equity
-
-
  • 298 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Equity price risk

The fair value of the Company’s listed and unlisted equity securities and conversion rights of the Euro-convertible bonds issued are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company’s listed and unlisted equity securities are classified under financial assets measured at fair value through profit or loss and financial assets measured at fair value, while conversion rights of the Euro-convertible bonds issued are classified as financial liabilities at fair value through profit or loss as it does not satisfy the definition of an equity component. The Company manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Company’s senior management on a regular basis. The Company’s Board of Directors reviews and approves all equity investment decisions.

At the reporting date, a change of 10% in the price measured at fair value through profit or loss could increase/decrease The Company’s profit for the years ended 31 December 2019 and 2018 by NT$9,714 thousand and NT$8,003 thousand, respectively.

At the reporting date, a change of 10% in the price of the listed companies stocks classified as equity instruments investments measured at fair value through other comprehensive income could have an impact of NT$1,880 thousand and NT$1,570 thousand on the equity attributable to The Company for the years ended 31 December 2019 and 2018, respectively.

Please refer to Note 12(9) for sensitivity analysis information of other equity instruments or derivatives that are linked to such equity instruments whose fair value measurement is categorized under Level 3.

(4) Credit risk management

Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Company is exposed to credit risk from operating activities (primarily for accounts receivables and notes receivables) and from its financing activities, including bank deposits and other financial instruments.

  • 299 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Company’s internal rating criteria etc. Certain counter parties’ credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment or insurance.

As of 31 December 2019 and 2018, amounts receivables from top ten customers represented 31% and 36% of the total accounts receivables of the Company. The credit concentration risk of other accounts receivables is insignificant.

Credit risk from balances with banks, fixed income securities and other financial instruments is managed by the Company’s treasury in accordance with the Company’s policy. The Company only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating. Consequently, there is no significant credit risk for these counter parties.

(5) Liquidity risk management

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments, bank borrowings, convertible bonds and finance leases. The table below summarizes the maturity profile of the Company’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as of the end of the reporting period.

  • 300 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Non-derivative financial instruments

Less than 1year
As of 31 December 2019
Loans
$1,743,041
Notes and accounts payable
926,651
Convertible bonds
7,213
Lease liabilities
18,981
As of 31 December 2018
Loans
$1,510,063
Notes and accounts payable
889,501
Convertible bonds
408,610
Derivative financial instruments
Less than 1year
As of31 December2019
Cross currency swaps
Net settlement - outflow
$(7,910)
As of 31 December 2018
Less than 1year 2 to 3years
$ -
-
-
26,902
$ -
-
-
2 to 3years
$ -
4 to 5years > 5years
$ -
-
-
-
$ -
-
-
> 5years
$ -
Total
$1,743,041
926,651
7,213
62,895
$1,510,063
889,501
408,610
Total
$(7,910)
$ -
-
-
17,012
$ -
-
-
4 to 5years
$ -

None

The table above contains the undiscounted net cash flows of derivative financial instruments.

(6) Reconciliation of liabilities from financing activities

Reconciliation of liabilities for the year ended 31 December 2019:

As of 1 January 2019
Cash flow
Non-cash change
As of 31 December 2019
Short-term loans
$1,490,262
250,904
-
$1,741,166
Lease
liabilities
$22,354
(16,436)
56,498
$62,416
Total liabilities from
financingactivities
$1,490,262
234,468
78,852
$1,803,582
  • 301 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Reconciliation of liabilities for the year ended 31 December 2018:

As of 1 January 2018
Cash flow
Non-cash change
As of 31 December 2018
Short-term loans
$1,512,872
(22,610)
-
$1,490,262
Total liabilities from
financingactivities
$1,512,872
(22,610)
-
$1,490,262
  • (7) Fair values of financial instruments

  • (a) The methods and assumptions applied in determining the fair value of financial instruments:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Company to measure or disclose the fair values of financial assets and financial liabilities:

  • a. The carrying amount of cash and cash equivalents, accounts receivables, accounts payable and other current liabilities approximate their fair value due to their short maturities.

  • b. For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (including listed equity securities, beneficiary certificates, bonds and futures etc.) at the reporting date.

  • c. Fair value of equity instruments without market quotations (including private placement of listed equity securities, unquoted public company and private company equity securities) are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information (for example, inputs such as discount for lack of marketability, P/E ratio of similar entities and Price-Book ratio of similar entities).

  • 302 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • d. Fair value of debt instruments without market quotations, bank loans, bonds payable and other non-current liabilities are determined based on the counterparty prices or valuation method. The valuation method uses DCF method as a basis, and the assumptions such as the interest rate and discount rate are primarily based on relevant information of similar instrument (such as yield curves published by the Taipei Exchange, average prices for Fixed Rate Commercial Paper published by Reuters and credit risk, etc.)

  • e. The fair value of derivatives which are not options and without market quotations, is determined based on the counterparty prices or discounted cash flow analysis using interest rate yield curve for the contract period. Fair value of option-based derivative financial instruments is obtained using on the counterparty prices or appropriate option pricing model (for example, Black-Scholes model) or other valuation method (for example, Monte Carlo Simulation).

  • (b) Fair value of financial instruments measured at amortized cost

The carrying amount of the Company’s financial assets and liabilities measured at amortized cost approximate their fair value.

  • (c) Fair value measurement hierarchy for financial instruments

Please refer to Note 12.(9) for fair value measurement hierarchy for financial instruments of the Company.

(8) Derivative financial instruments

The Company’s derivative financial instruments include forward currency contracts, cross currency swap and embedded derivatives. The related information for derivative financial instruments not qualified for hedge accounting and not yet settled as of 31 December 2019 and 2018 are as follows:

  • 303 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Cross currency swaps

The Company entered into cross currency swaps to manage its exposure to financial risk, but these contracts are not designated as hedging instruments. The table below lists the information related to cross currency swaps:

Items
As of 31 December 2019
Cross currency swaps
As of 31 December 2018
Cross currency swaps
Amount(in thousands)
USD
17,000
USD
28,000
Contract Period
11 January 2019 – 27 February 2020
2 January 2018 – 13 March 2019

Embedded derivatives

The embedded derivatives arising from issuing convertible bonds have been separated from the host contract and were carried at fair value through profit or loss. Please refer to Note 6(11) for further information on this transaction.

The counterparties for the aforementioned derivatives transactions are well known local or overseas banks, as they have sound credit ratings, the credit risk is insignificant.

The cross currency swaps have been entered into to hedge the foreign currency risk of net assets or net liabilities, and there will be corresponding cash inflow or outflows upon maturity and the Company has sufficient operating funds, the cash flow risk is insignificant.

(9) Fair value measurement hierarchy

(a)Fair value measurement hierarchy

All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:

  • 304 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 – Unobservable inputs for the asset or liability

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.

(b)Fair value measurement hierarchy of the Company’s assets and liabilities

The Company does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Company’s assets and liabilities measured at fair value on a recurring basis is as follows:

As of 31 December 2019

Financial assets:
Financial assets at fair value through profit or loss
Fund
Stock
Financial assets at fair value through other
comprehensive income
Equity instrument measured at fair value
through other comprehensive income
Financial liabilities:
Financial liabilities at fair value through profit or
loss
Cross currency swaps
Level 1
$68,646
97,144
18,797
Level 1
$ -
Level 2
$ -
-
-
Level 2
$7,910
Level 3
$ -
-
223,307
Level 3
$ -
Total
$68,646
97,144
242,104
Total
$7,910
  • 305 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

As at 31 December 2018
Financial assets:
Financial assets at fair value through profit or loss
Fund
Cross currency swaps
Stock
Embedded derivatives-bond
Financial assets at fair value through other
comprehensive income
Equity instrument measured at fair value
through other comprehensive income
Level 1
$76,634
-
80,034
-
15,698
Level 2
$ -
9,873
-
82
-
Level 3
$ -
-
-
-
219,751
Total
$76,634
9,873
80,034
82
235,449

Transfers between Level 1 and Level 2 during the period

During the years ended 31 December 2019 and 2018, there were no transfers between Level 1 and Level 2 fair value measurements.

Reconciliation for fair value measurements in Level 3 of the fair value hierarchy for movements during the period is as follows:

Beginning balances as of 1 January 2019
Total gains and losses recognized for the year
ended 31 December 2019:
Amount recognized in OCI (presented in
“Unrealized gains (losses) from equity
instruments investments measured at
fair value through other comprehensive
income)
The return of paid-in capital for capital
reduction
Ending balances as of 31 December 2019
Assets
At fair value through
other comprehensive
income
Stocks
$219,751
9,893
(6,337)
$223,307
  • 306 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

Beginning balances as of 1 January 2018
Total gains and losses recognized for the year
ended 31 December 2018:
Amount recognized in OCI (presented in
“Unrealized gains (losses) from equity
instruments investments measured at
fair value through other comprehensive
income)
Disposal
The return of paid-in capital for capital
reduction
Ending balances as of 31 December 2018
Assets
At fair value through
other comprehensive
income
Stocks
$191,149
68,454
(32,653)
(7,199)
$219,751

Information on significant unobservable inputs to valuation

Description of significant unobservable inputs to valuation of recurring fair value measurements categorized within Level 3 of the fair value hierarchy is as follows:

As of 31 December 2019

Relationship Sensitivity of the input to Valuation Significant Quantitative between inputs fair value techniques unobservable inputs information and fair value Financial assets: At fair value through profit or loss Stocks and others Market approach Discount for lack of 30% The higher the 10% increase (decrease) marketability discount for lack in the discount for lack of marketability, of marketability would the lower the fair result in increase value of the (decrease) in the stocks Company’s profit or loss by NT$22,331 thousand

  • 307 -

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

SINBON ELECTRONICS CO., LTD.

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

As of 31 December 2018

Financial assets:
At fair value through
profit or loss
Stocks and others
Valuation
techniques
Significant
unobservable inputs

Quantitative
information


Relationship
between inputs
and fair value
Sensitivity of the input to
fair value
Asset approach Discount for lack of
marketability
30% The higher the
discount for lack
of marketability,
the lower the fair
value of the
stocks
10% increase (decrease)
in the discount for lack
of marketability would
result in increase
(decrease) in the
Company’s profit or loss
by NT$21,975 thousand

Valuation process used for fair value measurements categorized within Level 3 of the fair value hierarchy

The Company’s Financial Department is responsible for validating the fair value measurements and ensuring that the results of the valuation are in line with market conditions, based on independent and reliable inputs which are consistent with other information, and represent exercisable prices. The Department analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Company’s accounting policies at each reporting date.

As at 31 December 2019
Financial assets not measured at fair
value but for which the fair value is
disclosed:
Investments accounted for using the
equity method(please refer to Note 6(6))

As at 31 December 2018
Financial assets not measured at fair
value but for which the fair value is
disclosed:
Investments accounted for using the
equity method(please refer to Note 6(6))
Level 1 Level 2 Level 3 Total
$199,084
Level 1

$ -
Level 2

$ -
Level 3
$199,084
Total
$88,204
$ -

$ -
$88,204
  • 308 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (10) Significant assets and liabilities denominated in foreign currencies

Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:

Financial assets
Monetaryitems:
JPY
USD
EUR
Financial liabilities
Monetaryitems:
JPY
USD
EUR
As of 31 December 2019
Foreign
exchange
rate
NTD
0.28
$68,525
30.11
1,676,678
33.75
133,370
0.28
151
30.11
1,066,765
33.75
22,250
As of 31 December 2018 31 December 2018
Foreign
currencies
$247,280
55,692
3,952
545
35,434
659
Foreign
exchange
rate
0.28
30.11
33.75
0.28
30.11
33.75
Foreign
currencies
$78,893
50,847
3,021
1,306
38,080
534
Foreign
exchange
rate
0.28
30.73
35.20
0.28
30.73
35.20
NTD
$21,964
1,562,677
106,351
364
1,170,325
18,797

The Company has a number of different functional currencies; therefore, we are unable to disclose the exchange loss and gain of monetary financial assets and financial liabilities under each foreign currency that has significant impact. The Company recognized NT$17,866 thousand and NT$78,933 thousand foreign exchange gains for the years ended 31 December 2019 and 2018, respectively.

The above information is disclosed based on the carrying amount of foreign currency (after conversion to functional currency).

(11) Capital management

The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust dividend payments to shareholders, return capital to shareholders or issue new shares.

  • 309 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

13. Other disclosure

  • (1) Information at significant transactions and information on investees:

  • (a) Financing provided to others for the year ended 31 December 2019: Please refer to Attachment 1.

  • (b) Endorsement/Guarantee provided to others for the year ended 31 December 2019: Please refer to Attachment 2.

  • (c) Securities held as of 31 December 2019: Please refer to Attachment 3.

  • (d) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the paid-in capital for the year ended 31 December 2019: None.

  • (e) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the paid-in capital for the year ended 31 December 2019: None.

  • (f) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20 percent of the capital stock for the year ended 31 December 2019: None.

  • (g) Related party transactions for purchases and sales exceeding the lower of NT$100 million or 20 percent of the capital stock for the year ended 31 December 2019: Please refer to Attachment 4.

  • (h) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20 percent of capital stock as of year ended 31 December 2019: Please refer to Attachment 5.

  • (i) Names, locations, main businesses and products, original investment amount, investment as of 31 December 2019, net income (loss) of investee company and investment income (loss) recognized as of 31 December 2019: Please refer to Attachment 7.

  • 310 -

SINBON ELECTRONICS CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS (Continued)

(Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

  • (j) Financial instruments and derivative transactions: Please refer to Note 12. (8).

  • (k) The business relationship, significant transactions and amounts between parent company and subsidiaries: Please refer to Attachment 6.

  • (2) Information on investments in mainland China

  • (a) Investment in Mainland China: Please refer to Attachment 8.

  • (b) Significant transactions through third regions with the investees in Mainland China: Please refer to Attachment 2,4,5 and 6.

14. Segment information

The Company fully disclosed segment information in consolidated financial statements.

  • 311 -

Attachment 1: Financing provided to others for the year ended 31 December 2019

No. Lender
(Note 1)
Counterparty Financial
statement
account
Related
Party
Maximum
balance for
the
period
Ending
balance
Actual
amount
provided
Interest
rate
Nature of
financing
Amount of sales
to
(purchases from)
counter-party
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit of financing
amount
for individual
counter-party
(Note2)
Limit of total
financing
amount
(Note3)
Item Value
0 The
Company
ET Hungary Other
receivables
Y $68,000 $67,498 $13,500 0.00% Note 4 $ - Need for
operating
$ - - $ - $3,006,963 $3,006,963
1 BJSB BJSB Tongan Other
receivables
Y $46,046 $43,217 $ - 0.00% Note 4 $ - Need for
operating
$ - - $ - $90,856 $90,856

Note 1: The above transations were all made between consolidated entities in the Group and have been reversed.

Note 2: Total financing limit for individual counterparty was set at 40% of the lender's net worth of the financial which were audited by independent accountants as of 31 December 2019.

The Company: $7,517,407*40%=$3,006,963

BJSB: $227,141*40%=$90,856

Note 3: Total financing limit for individual counterparty was set at 40% of the lender's net worth of the financial report which were audited by independent accountants as of 31 December 2019. The Company: $7,517,407*40%=$3,006,963

BJSB: $227,141*40%=$90,856

Note 4: For short-term financing.

-312-

Attachment 2: Endorsement/Guarantee provided to others as of 31 December 2019

(Note 1)
No.
Endorsor/
Guarantor
Receiving party Receiving party Limit of
guarantee/endorseme
nt amount for
receiving party
(Note 3)
Maximum
balance for
the period
Ending
balance
Actual
amount
provided
Amount of
collateral
guarantee/
endorsemen
t
Percentage of
accumulated
guarantee amount
to net assets value
from the latest
financial statement
Limit of total
guarantee/
endorsement
amount
(Note 4)
Parent company's
guarantee/
endorsement
amount to
subsidiaries
(Note 5)
Subsidiaries'
guarantee/
endorsement
amount to parent
company
(Note 5)
Guarantee/
endorsement
amount to
company in
Mainland China
(Note 5)
Company name Releationship
(Note 2)
0 The Company SHSB 2 $3,006,963 $47,418 $45,159 $ - none 0.60% $7,517,407 Y N Y
0 The Company SZSB 2 $3,006,963 $15,806 $15,053 $ - none 0.20% $7,517,407 Y N Y
0 The Company TCSB 2 $3,006,963 $299,506 $286,007 $ - none 3.80% $7,517,407 Y N Y
0 The Company JSEM 2 $3,006,963 $395,150 $376,325 $ - none 5.01% $7,517,407 Y N Y
0 The Company JYSB 2 $3,006,963 $379,344 $361,272 $- none 4.81% $7,517,407 Y N Y
0 The Company BJSB Tongan 2 $3,006,963 $646,674 $615,231 $ - none 8.18% $7,517,407 Y N Y
0 The Company T-CONN 2 $3,006,963 $179,030 $75,265 $ - none 1.00% $7,517,407 Y N N
0 The Company ET Hungary 2 $3,006,963 $327,179 $315,631 $241,304 none 4.20% $7,517,407 Y N N
0 The Company C&C 2 $3,006,963 $282,690 $270,954 $120,424 none 3.60% $7,517,407 Y N N
0 The Company T-CONN Zhongshan 2 $3,006,963 $426,762 $316,113 $40,041 none 4.21% $7,517,407 Y N Y
0 The Company Radbon 2 $3,006,963 $150,000 $150,000 $125,000 none 2.00% $7,517,407 Y N N
1 T-CONN T-CONN Zhongshan 2 $3,006,963 $94,230 $90,318 $ - none 1.20% $7,517,407 N N Y

Note 1: The Company and its subsidiaries are coded as follows:

  1. The Company is coded "0".

  2. The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.

  3. Note 2: According to the "Guidelines Governing the Preparation of Financial Reports by Securities Issuers" issued by the R.O.C. Securities and Futures Bureau, receiving parties should be disclosed as one of the following: 1. A company with which it does business.

  4. A company in which the public company directly and indirectly holds more than 50% of the voting shares.

  5. A company that directly and indirectly holds more than 50% of the voting shares in the public company.

  6. A company in which the public company holds, directly or indirectly, 90% or more of the voting shares.

  7. A company that fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.

  8. A company that all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.

  9. Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.

Note 3: Limit of guarantee/endorsement amount for receiving party is 40% of the net worth of the financial report audited by the certified public accountants as of 31 December 2019. $7,517,407*40%=$3,006,963

  • Note 4: Limit of total guarantee/ endorsement amount is 100% of the net worth of the financial report audited by the certified public accountants as of 31 December 2019.

  • Note 5: "Y" for the listed (OTC) parent company guarantees/endorses for subsidiary, subsidiary guarantees/endorses for the listed (OTC) parent company or guarantee/endorse for companies in Mainland China.

-313-

Attachment 3: Securities held as of 31 December 2019. (Excluding subsidiaries, associates and joint ventures)

Holding
Company
Type and name of securities Relationship
(Note 1)
Financial statement account as of 31 December 2019 as of 31 December 2019 as of 31 December 2019 as of 31 December 2019 as of 31 December 2019 Note
Shares Carrying
amount
Percentage of
ownership (%)
Fair value
The Company Chengding Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
15,000,000 shares $113,200 11.11% $113,200 -
The Company Top Taiwan Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
6,000,000 shares 51,579 7.50% 51,579 -
Kwan-Ze Chengding Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
5,000,000 shares 37,699 3.70% 37,699 -
The Company Dynahz Technologies - Financial assets measured at fair value through other
comprehensive income- noncurrent
2,771,670 shares 40,696 16.67% 40,696 -
The Company Top Taiwan VII Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
1,438,776 shares 15,083 3.06% 15,083 -
The Company Gongwin Biopharm Holdings Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
235,000 shares 18,797 0.25% 18,797 -
The Company Japan SINBON Electronics Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
75 shares 1,031 15.00% 1,031 -
Kwan-Ze Actmax Technologies Inc. - Financial assets measured at fair value through other
comprehensive income- noncurrent
- 4,692 19.00% 4,692 -
The Company Top Taiwan III Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
569,105 shares 779 4.07% 779 -
SINBON USA
L.L.C
HOTWIRE Development LLC - Financial assets measured at fair value through other
comprehensive income- noncurrent
697,500 shares 1,261 5.00% 1,261 -
The Company Top Taiwan II Venture Capital Co., Ltd. - Financial assets measured at fair value through other
comprehensive income- noncurrent
295,000 shares 476 5.00% 476 -
The Company Bandrich, Inc. - Financial assets measured at fair value through other
comprehensive income- noncurrent
330,000 shares 463 1.62% 463 -
The Company Nextronics Engineering Corp. - Financial asset measured at fair value through profit
or loss–current
2,950,000 shares 95,433 9.94% 95,433 -
The Company Cayman Lan-Cheng Fund - Financial asset measured at fair value through profit
or loss–current
30,000 shares 68,646 17.14% 68,646 -
Kwan-Ze Hotai Finance Co., Ltd. - Financial asset measured at fair value through profit
or loss–current
100,000 shares 8,890 0.02% 8,890 -
Kwan-Ze UPAMC Global AIoT Fund - Financial asset measured at fair value through profit
or loss–current
300,000 shares 3,108 - 3,108 -
The Company Trutankless, Inc. - Financial asset measured at fair value through profit
or loss–current
162,400 shares 1,711 - 1,711 -
Total $463,544

Note 1: Not required if the issuer of securities is not a related party.

-314-

Attachment 4: Related party transactions for purchases and sales exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2019.

Related-party Counter-party Relationship Intercompany Transactions Intercompany Transactions Intercompany Transactions Intercompany Transactions Details of non-arm's
length transaction
Details of non-arm's
length transaction
Notes and accounts receivable
(payable)
Notes and accounts receivable
(payable)
Note
Purchases
(Sales)
Amount Percentage of total
consolidated
purchase (Sales)
Terms Unit price Terms Carrying
amount
Percentage of total
consolidated
receivables
(payable)
The Company JYSB Subsidiary Purchase $1,537,302 41.36% Trading condition is as
same as other supplier
N/A N/A $(285,073) (30.44)%
JYSB The Company Subsidiary Purchase $144,921 3.31% Trading condition is as
same as other supplier
N/A N/A $(37,576) (2.63)%
HKSB JYSB Associates Purchase $1,613,611 50.20% Trading condition is as
same as other supplier
N/A N/A $(257,657) (36.10)%
JYSB HKSB Associates Purchase $120,123 2.74% Trading condition is as
same as other supplier
N/A N/A $(46,552) (3.26)%
JSEM JYSB Associates Purchase $180,027 22.37% Trading condition is as
same as other supplier
N/A N/A $(196,893) (45.66)%
T-CONN T-CONN Zhongshan Associates Purchase $366,279 34.20% Trading condition is as
same as other supplier
N/A N/A $(45,123) (24.02)%
SZSB HKSB Associates Purchase $371,604 92.16% Trading condition is as
same as other supplier
N/A N/A $(112,104) (99.52)%
JYSB SINBON USA Associates Purchase $180,874 4.13% Trading condition is as
same as other supplier
N/A N/A $(12,694) (0.89)%
BJSB Tongan JSEM Associates Purchase $164,972 8.45% Trading condition is as
same as other supplier
N/A N/A $(5,900) (1.41)%

Attachment 5: Receivables from related parties with accounts exceeding the lower of NT$100 million or 20 percent of the capital stock as of 31 December 2019.

Related-party Counter-party Relationship Amount Average
collection
turnover
Overdue account receivable-related parties Overdue account receivable-related parties Collection in
subsequent period
Allowance for
doubtful debts
Amount Processingmethod
JYSB The Company The Company $285,073 5.37 $ - - $285,073 $ -
JYSB HKSB Associates $257,657 7.32 $ - - $256,445 $ -
JYSB JSEM Associates $196,893 1.37 $ - - $130 $ -
HKSB SZSB Associates $112,104 4.82 $ - - $67,144 $ -

-315-

Attachment 6: The business relationship, significant transactions and amounts between parent company and subsidiaries

No.
(Note 1)
Related-party Counterparty Relationship with
the Company
(Note 2)
Transactions Transactions Transactions Transactions
Account Amount Terms Percentage of consolidated
operating
revenues or consolidated total
assets(Note3)
0 The Company JYSB 1 Purchase $1,537,302 (Note 4) 11.56%
1 JYSB The Company 2 Sales $1,537,302 (Note 4) 11.56%
1 JYSB HKSB 3 Sales $1,613,611 (Note 4) 12.14%
2 HKSB JYSB 3 Purchase $1,613,611 (Note 4) 12.14%
2 HKSB SZSB 3 Sales $371,604 (Note 4) 2.79%
5 SZSB HKSB 3 Purchase $371,604 (Note 4) 2.79%
3 T-CONN T-CONN Zhongshan 3 Purchase $366,279 (Note 4) 2.75%
4 T-CONN Zhongshan T-CONN 3 Sales $366,279 (Note 4) 2.75%
1 JYSB SINBON USA 3 Purchase $180,874 (Note 4) 1.36%
7 SINBON USA JYSB 3 Sales $180,874 (Note 4) 1.36%
6 JSEM JYSB 3 Purchase $180,027 (Note 4) 1.35%
1 JYSB JSEM 3 Sales $180,027 (Note 4) 1.35%
1 JYSB The Company 2 Purchase $144,921 (Note 4) 1.09%
0 The Company JYSB 1 Sales $144,921 (Note 4) 1.09%
8 BJSB Tongan JSEM 3 Purchase $164,972 (Note 4) 1.24%
6 JSEM BJSB Tongan 3 Sales $164,972 (Note 4) 1.24%
2 HKSB JYSB 3 Sales $120,123 (Note 4) 0.90%
1 JYSB HKSB 3 Purchase $120,123 (Note 4) 0.90%
  • Note 1 : The Company is coded "0".The subsidiaries are coded consecutively beginning from "1" in the order presented in the table above.

  • Note 2 : Transactions are categorized as follows:

  • The holding company to subsidiary.

  • Subsidiary to holding company.

  • Subsidiary to subsidiary.

  • Note 3 : The percentage with respect to the consolidated asset/liability for transactions of balance sheet items are based on each item's balance at period-end. For profit or loss items, interim cumulative balances are used as basis.

Note 4 : The sales price to the above related parties was determined through mutual agreement based on the market conditions.

-316-

Attachment 7: Names, locations, main businesses and products, original investment amount, investment as of 31 December 2019 net income (loss) of investee company and investment income (loss) recognized for the year ended 31 December 2019: (Excluding investment in Mainland China)

Investor Investee company
(Note1)
Address Main businesses and products Initial Investment Initial Investment Investment as of 31 December 2019 Investment as of 31 December 2019 Investment as of 31 December 2019 Net income (loss) of
investee company
Investment
income (loss)
recognized
Note
Ending balance Beginning balance Number of
shares
Percentage of
ownership
(%)
Book value (Note 1 )
The Company HKSB Hong Kong Manufacturing and selling a wide
variety of connectors, wires and
cables.
HKD95,606,000
$401,262
HKD95,606,000
$401,262
- 100.00% $662,744 $393,627 $393,627 Subsidiary
The Company Kwan-Ze New Taipei City, Taiwan Holding company $235,600 $235,600 23,560,000 shares 100.00% $409,311 $81,795 $81,795 Subsidiary
The Company Top Taiwan IV
Venture Capital Co.,
Ltd
Taipei City, Taiwan Holding company $22,400 $22,400 2,240,000 shares 20.00% $5,548 $(50,322) $(10,065) Investee under
the equity
method
The Company SB BVI British Virgin Islands Holding company USD45,021,000
$1,461,158
USD45,021,000
$1,461,158
- 100.00% $3,828,051 $575,888 $575,888 Subsidiary
The Company Argosy Technologies
Co., Ltd.
Hsinchu City,
Taiwan
Produce and sells a variety of
electronic components, computers
andperipheral equipment
$30,648 $30,648 2,945,034 shares 3.59% $61,011 $438,625 $15,733 Investee under
the equity
method
The Company S E L Mauritius Holding company -
-
USD3,726,000
$120,732
- - - $(25) $(16) Subsidiary
The Company SINBON
USA
LLC
4265 Gibson Dr., Tipp City ,
OH 45371, USA
Logistic center. USD5,159,000
$161,943
USD4,059,000
$128,061
- 100.00% $84,135 $(8,457) $(8,457) Subsidiary
The Company SINBON Europe
GmbH
Pfarrkirchen, Germany Logistic center. EUR5,209,000
$185,241
EUR5,209,000
$185,241
- 100.00% $43,143 $(64,915) $(64,915) Subsidiary
The Company Radbon Avionics Inc. Miaoli County, Taiwan Manufacturing and selling signal
cables and cabin wiring.
$33,000 $33,000 3,300,000 shares 55.00% $37,218 $12,166 $6,691 Subsidiary
The Company T-CONN New Taipei City, Taiwan Manufacturing and selling a wide
variety of connectors, wires and
cables.
$166,066 $116,804 15,577,522 shares 61.18% $238,664 $65,019 $39,630 Subsidiary
T-CONN S P L Mauritius Logistic center. $3,039 $3,039 - 100.00% $14,157 $(9,350) $ - Subsidiary
SINBON USA
L.L.C
SINBON
Circuits & Cables LLC
815 South Brown School
Road Vandalia, OH 45377,
USA
Selling a wide variety of connectors
and cables.
USD 2,704,000 USD 1,604,000 - 51.00% USD1,908,000
$57,435
USD(58,000)
$(1,792)
$ - Subsidiary
SINBON USA
L.L.C
Worldwide
Wire Harnesses
Co.,Ltd.
Samoa Logistic center. USD 75,000 USD 75,000 - 50.00% USD25,000
$760
USD(67,000)
$(2,059)
$ - Subsidiary
Kwan-Ze Argocy Research Inc. Hsinchu City,
Taiwan
Produce and sells a variety of
electronic components, computers
andperipheral equipment
$147,175 $147,175 14,624,200 shares 17.81% $307,250 $438,625 $ - Investee under
the equity
method

-317-

Attachment 7: Names, locations, main businesses and products, original investment amount, investment as of 31 December 2019 net income (loss) of investee company and investment income (loss) recognized for the year ended 31 December 2019: (Excluding investment in Mainland China)

Investor Investee company
(Note1)
Address Main businesses and products Initial Investment Initial Investment Investment as of 31 December 2019 Investment as of 31 December 2019 Investment as of 31 December 2019 Net income (loss) of
investee company
Investment
income (loss)
recognized
Note
Ending balance Beginning balance Number of
shares
Percentage of
ownership
(%)
Book value (Note 1 )
Worldwide
Wire Harnesses
Co., Ltd.
STT U.S.A Tennessee Logistic center. USD140,000
$4,542
USD140,000
$4,542
- 100.00% USD(200,000)
($6,008)
USD(67,000)
$(2,059)
$ - Subsidiary
Argocy Research
Inc.
Argosy Technology
Inc.(USA)
U.S.A Sell Multimedia related products,
ODM and OED
$30,347 $30,347 900 shares 100.00% $ - $ - $ - Investee under
the equity
method
Argocy Research
Inc.
Argosy International
B.V.
The Netherlands Leasing operations and sell ODM
and OED
$22,314 $22,314 - 100.00% $15,766 $180 $ - Investee under
the equity
method
Argocy Research
Inc.
Ari International
(Singapore)Pte.,Ltd.
(AIS)
Singapore Holding company $32,697 $32,697 - 100.00% $2,901 $(1,588) $ - Investee under
the equity
method
Argocy Research
Inc.
Global Saber
Electronics Co., Ltd.
Mauritius Selling a wide variety of connectors
and cables.
$ - $ - - 100.00% $67,676 $11,211 $ - Investee under
the equity
method
Argocy Research
Inc.
ROTEC LIMITED British Virgin Islands Holding company $268,479 $268,479 8,550 shares 77.38% $458,066 $65,852 $ - Investee under
the equity
method
Global Saber
Electronics Co., Ltd
ROTEC LIMITED British Virgin Islands Holding company $72,918 $72,918 2,500 shares 22.62% $133,903 $65,852 $ - Investee under
the equity
method
SINBON Europe
GmbH
SINBON Holding
GmbH
Germany Holding company EUR5,184,000
$181,113
EUR5,184,000
$181,113
- 51.00% EUR1,256,000
$42,373
EUR(3,491,000)
$(120,862)
$ - Subsidiary
SINBON Holding
GmbH
ET Hungary Hungary Selling,Producting and Processing a
wide variety of connectors and
cables.
EUR1,080,000
$38,364
EUR1,080,000
$38,364
- 100.00% EUR(2,406,000)
$(81,212)
EUR(3,346,000)
$(115,846)
$ - Subsidiary
SINBON Holding
GmbH
ET Germany Germany Logistic center. EUR1,245,000
$44,225
EUR1,245,000
$44,225
- 100.00% EUR1,172,000
$39,561
EUR(85,000)
$(2,956)
$ - Subsidiary

Note 1: ( 1 ) "Investee company", "Addres", "Main businesses and products", "Initial Investment"and "Investment as of 31 December 2019" shall be filled in the Company's investmet. to the subsidiaries' re-investment in corresponding order, and indicate the relationship in the Notes.

  • ( 2 ) "Net income (loss) of investee company" shall be filled in net income (loss) of investee for the year ended 31 December 2019.

  • 3 "Investment income (loss) recognized", shall be filled in only investment income (loss) under the equity method, and the investor shall confirm that its investment income (loss) includes the subsidiaries' re-investment.

-318-

Attachment 8: Investment in Mainland China

Investee company Main Businesses and
Products
Total Amount of
Paid-in Capital
Method of Investment Accumulated
Outflow of
Investment from
Taiwan as of
1 January 2019
Investment Flows Investment Flows Accumulated Outflow
of Investment from
Taiwan as of
31 December 2019
Net income (loss)
of investee
company
Percentage
of
Ownership
Investment
income
(loss) recognized
Carrying Value as
of
31 December
2019
Accumulated Inward
Remittance of
Earnings
as of
31 December 2019
Outflow Inflow
BJSB Manufacturing and selling a
wide variety of connectors,
wires and cables.
USD 4,450,000 Indirectly investment in
Mainland China through
remittance from a third region.
USD 1,020,000
$30,719
$ - $ - USD 1,020,000
$30,719
RMB1,629,000
$7,292
100.00% RMB1,629,000
$7,292
(Note 1)
RMB52,558,000
$227,141
USD11,030,000
$351,623
JYSB Manufacturing and selling a
wide variety of connectors,
wires and cables.
USD 37,780,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 22,050,000
$705,108
$ - $ - USD 22,050,000
$705,108
USD17,940,000
$554,840
100.00% USD17,940,000
$554,840
(Note 1)
USD97,032,000
$2,921,231
USD25,244,000
$780,847
SHSB Selling a wide variety of
connectors, wires and cables.
USD 3,280,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 1,700,000
$55,358
$ - $ - USD 1,700,000
$55,358
USD98,000
$3,029
100.00% USD98,000
$3,029
(Note 1)
USD5,429,000
$163,455
USD2,371,000
$72,709
SZSB Selling a wide variety of
connectors, wires and cables.
USD 2,810,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 2,750,000
$83,385
$ - $ - USD 2,750,000
$83,385
USD420,000
$12,987
100.00% USD420,000
$12,987
(Note 1)
USD9,200,000
$276,977
RMB20,700,000
$93,644
TCSB Selling a wide variety of
connectors, wires and cables.
USD14,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 8,000,000
$248,003
$ - $ - USD 8,000,000
$248,003
USD2,095,000
$64,777
100.00% USD2,095,000
$64,777
(Note 1)
USD18,163,000
$546,819
USD196,000
$5,890
China Digital Library
Corp.Ltd.
Technology development of
computer software, transfer
of technology, advisory
service
RMB 88,600,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 750,000 $ - $ - USD 750,000 $ - 4.85% $ -
(Note 2)
$ - $ -
Argosy (Beijing)
Technologies Co.,
Ltd.
Selling a wide variety of
connectors, wires and cables.
RMB 5,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 76,000 $ - $ - USD 76,000 $ - 12.00% $ -
(Note 2)
$ - $ -
Wu Xi S&D Manufacturing and selling
new flat panel displays.
USD 4,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 1,900,000
$61,823
$ - $ - USD 1,900,000
$61,823
$ - - $ - $ - $ -
Ning Bo Smart and
Diligent Co., Ltd.
Manufacturing and selling a
new Flat Panel Display.
USD 2,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 1,140,000
$37,025
$ - $ - USD 1,140,000
$37,025
$ - - $ - $ - $ -

-319-

Attachment 8: Investment in Mainland China

Investee company Main Businesses and
Products
Total Amount of
Paid-in Capital
Method of Investment Accumulated
Outflow of
Investment from
Taiwan as of
1 January 2019
Investment Flows Investment Flows Accumulated Outflow
of Investment from
Taiwan as of
31 December 2019
Net income (loss)
of investee
company
Percentage
of
Ownership
Investment
income
(loss) recognized
Carrying Value as
of
31 December
2019
Accumulated Inward
Remittance of
Earnings
as of
31 December 2019
Outflow Inflow
JY Sinact Manufacturing and selling a
wide variety of electronic
materials.
USD 9,500,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 5,266,000
$164,599
$ - $ - USD 5,266,000
$164,599
$ - - $ - $ - $ -
Shang Hai Comtek
Electronics Trading
Co., ltd.
Selling a wide variety of
electronic materials.
USD 160,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 104,000
$3,302
$ - $ - USD 104,000
$3,302
$ - - $ - $ - $ -
Dong Guan CMK Manufacturing and selling a
wide variety of connectors,
wires and cables.
USD 1,000,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 645,000
$20,768
$ - $ - USD 645,000
$20,768
$ - - $ - $ - $ -
T-CONN Zhongshan Manufacturing and selling a
wide variety of connectors,
wires and cables.
RMB 58,300,000 Indirectly investment in
Mainland China through
companies registered in a third
region.
USD 3,086,000
$99,007
USD 600,000
$18,522
$ - USD 3,686,000
$117,529
$51,570 61.18% $30,721
(Note 2)
$66,197 $ -
BJSB Tongan Manufacturing and selling a
wide variety of connectors,
wires and cables.
RMB 130,000,000 Indirectly investment in
Mainland China through
remittance from a third region.
USD 3,000,000
$89,134
$ - $ - USD 3,000,000
$89,134
$511,901 100.00% $511,901
(Note 1)
$1,652,000 USD13,797,000
$418,425
USD 52,087,000
USD 53,420,000
N/A (Note 4)
Accumulated Investment in Mainland China as of
31 December 2019
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
Accumulated Investment in Mainland China as of
31 December 2019
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
USD 52,087,000 USD 53,420,000 N/A (Note 4)

Note 1: Based on the financial statements certificated by the public accountant of the parent company in Taiwan.

Note 2: The financial statements were not audited by independent accountants.

Note 3: The financial statements were audited by other independent accountants.

Note 4: According to No. Shen-Zi-09704604680 issued by Ministry of Economic Affairs, R.O.C., the Company's investment in Mainland China is not limited to 60% of net worth or consolidated net worth specified by the Investment Commission.

-320-

  • 6.5. The company or affiliates has/have experienced financial difficulty in the last year and by the report publishing date, and its impact on the corporate financial status: N/A

  • 321 -

7. Review and Analysis of Financial Situation and Financial Performance and Risk Items

7.1. Financial situation: Major causes and impact of material changes of assets, liabilities, and shareholder equity in the last two years and future responsive plans:

Expressed in Thousands of NTD

Year
Item

2018
2019 Difference Difference
Amount Percentage
Current assets 11,361,548
13,568,882

2,207,334
19.43
Fixed assets 1,854,001
2,154,817

300,816
16.23
Other assets 177,400
353,925

176,525
99.51
Total assets 14,201,536
17,184,967

2,983,431
21.01
Current liabilities 6,981,572
8,823,257

1,841,685
26.38
Long-term liabilities 7,646
7,956

310
4.05
Total liabilities 7,404,904
9,387,754

1,982,850
26.78
Capital stock 2,266,954
2,326,694

59,740
2.64
Capital surplus 904,086
1,228,781

324,695
35.91
Retained earnings 3,743,536
4,443,155

699,619
18.69
Total equities 6,796,632
7,797,213

1,000,581
14.72
Note:
(1) Other assets increase was caused by pre-paid equipment for the second factory in Miaoli .
(2) Current liabilities increase because of the short-term loan and accounts payable growth. Also
long-term company bond transfer into.
(3) Capital surplus increased as conversion with convertible bonds.

7.2. Financial performance: Major causes of material changes in revenue, net profit margin, and net profit before tax and estimated sales quantity in the last two years and their references, and future responsive plans:

Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD Expressed in Thousands of NTD
2018 2019 Increased)
(reduced)
amount
Variable
proportion %
Subtotal Total Subtotal Total
Total operating revenue
Minus: Sales return and
Sales discount
Sales income
Other operating revenues
Net operating revenue
amount
Operating cost
Operating gross profit
Minus: End unrealized
grossprofit
(44,036 )

15,689,289

(44,036)

15,645,253
-

15,645,253
(11,725,308)

3,919,945

(48,193 )





17,934,363

(48,193 )

17,886,170
-

17,886,170
(13,296,502)

4,589,668

2,245,074

(4,157)


2,240,917



2,240,917

(1,571,194)


669,723
14.31
9.44

14.32

14.32
13.40

17.09
  • 322 -

==> picture [465 x 378] intentionally omitted <==

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

2018 2019 Increased)
Variable
(reduced)
Subtotal Total Subtotal Total proportion %
amount
Plus: Beginning realized a
gross profit
   
Net operating gross profit 3,919,945 4,589,668 669,723 17.09
Operating expense (2,288,256) (2,696,910) (408,654) 17.86
   
Net operating margin 1,631,689 1,892,758 261,069 16.00
Non-operating income
288,379 276,405 (11,974) (4.15)
and expense
   
Income from Continuing
Operation before Income 1,920,068 2,169,163 249,095 12.97
Tax
Income tax expense (548,539) (491,312) 57,227 (10.43)
   
Income from Continuing
Operation after Income 1,371,529 1,677,851 306,322 22.33
Tax
Addition/reduction variable analysis:
Income from Continuing Operation after Income Tax increased as some subsidiaries in China obtained the
certification of high-tech enterprises which was applicable to the preferential tax rate.
----- End of picture text -----

7.3. Cash flows

7.3.1. Analysis of cash flows in the last two years

Year
Item
Year
Item

2018

2018

2018
2019 2019 Increase (reduction)
proportion
Increase (reduction)
proportion
Cash flow ratio 4.92% 19.21% 14.29%
Cash flow adequacyratio 78.45% 81.73% 3.28%
Cash reinvestment ratio -6.54% 6.95% 13.49%
Note: Cash flow ratio upwas caused byincreasingcash flows from business activities.
7.3.2. Analysis of cash flows in the coming year Expressed in Thousands of NTD
Beginning cash
balances (1)
Estimated net
cash flows from
annual business
activities (2)
Estimated
annual cash
outflows (3)
Estimated cash balances
(shortages) (1)+(2)-(3)
Remedies for Estimated Cash
Shortages
Investment
plans
Financial
management
plans
984,384
337,756

1,296,057

26,083

-

-

Expressed in Thousands of NTD

7.4. Impact of major capital expenses on finance in recent years.

7.4.1. Utilization and sources of major capital expenses: None.

  • 7.4.2. Estimated benefits: None.

  • 323 -

7.5. Re-investment policies and major causes of profits or losses in recent years, improvement plans, and investment plans in the coming year:

Expressed in Thousands of NTD

Description
Item

The
amount by
31 Dec
2019
Policy Major causes of P/L Improvement plans Other future
investment
plans
SINBON
Electronics Hong
Kong
401,262
Center for Mainland
product and capital
and international
trade
Operations of that
company brought
profits.
SINBON
International
Enterprise Co., Ltd.
1,461,158
Reinvestment
framework
consideration and
international trade.
Operations of the
subsidiaries of that
company brought
profits.
Guanze Co, Ltd. 235,600 Professional domestic
investor.
Operations of the
subsidiaries of that
company brought
profits.
SINBON Tongan
Electronics
(Beijing)
89,134
Cultivation of and
service for customers
in northern China.
Operations of that
company brought
profits.
SINBON USA LLC. 161,943 Cultivation of
customers in the USA.
Operation losses and
in the beginning stage.
Continuous
cultivation of local
customers.
Radbon Avionics
Inc.
33,000
Development products
in the aviation
industry.

Operation losses and
in the beginning stage.
Continuous
cultivation of local
customers.
SINBON Europe
GmbH
185,241 Cultivation of
customers in the EU.
Operation losses and
in the beginning stage.
Continuous
cultivation of local
customers.
T-conn Precision
Corporation
166,066 Connecters’manufactu
ring and trading
Operations of that
company brought
profits.

7.6. Risk items

  • 7.6.1. Impact on profits and losses of interest rate and exchange rate volatility and inflation and future countermeasures:

  • (1) Impact on profits and losses of interest rate volatility and future countermeasures in recent years

    • We will continuously observe future market changes and take action to prevent risk at appropriate times to reduce potential risk from the interest rate volatility.
  • (2) Impact on profits and losses of exchange rate volatility and future countermeasures in recent years In 2019, the recognized profits from the exchange were NT$36,192 thousands. We have implemented currency hedging to prevent the impact of exchange rate volatility on profits and losses.

  • (3) Impact on profits and losses of inflation and future countermeasures in recent years

No unfavourable impact was reported in 2018.

  • 324 -

  • 7.6.2. Policies for high-risk, high-leverage investments, capital lending to others, endorsement and guarantee for others, and derivatives transaction; major causes for losses and profits; and future countermeasures:

  • (1) In 2019, we did not engage in high-risk, high-leverage investments.

  • (2) In 2019, we provided endorsements and guarantees mainly for the bank loans of subsidiaries. These endorsements and guarantees were provided with reference to the “Endorsements and Guarantees Regulations” and the maximum amount of endorsement and guarantee is NT$7,517,407 thousands. By the end of 2019, the balance of endorsements and guarantees was NT$2,917,328 thousands.

  • 7.6.3. Future R&D plans and estimated R&D investments: The Company's R&D plan focuses on the development of high-value-added electronics-related products. In the future, the plan will be executed to meet the demand from customers.

  • In 2019, we invested a total of NT$632,828 thousand for R&D, with 9% higher than the previous year. In the future, SINBON actively develops electronic parts and components for the Internet of Thing (IoT), robots, and smart home applications. We will spend at least NT$300 million each year or over 3% of revenue on R&D in the future.

  • 7.6.4. Impact of major policy or legal changes at home and abroad on organizational finance and countermeasures: None.

  • 7.6.5. Impact of technology and industry changes on organizational finance and countermeasures:

  • In response to the rapid change of the high-tech industry, we have a professional R&D team to develop products meeting customer demand to enhance competitiveness.

  • 7.6.6. Impact of corporate image on organizational crisis management and countermeasures:

  • We officially listed on the Taiwan Stock Exchange on 26 August 2002. This will improve our corporate. In the future, we will uphold the corporate spirit and fulfil CSR as a listed company and will seek the greatest benefits for shareholders and employees.

  • 7.6.7. Estimated benefits and potential risks of acquisition and countermeasures: N/A

  • 7.6.8. Estimated benefits and potential risks of factory expansion and countermeasures: The expansion of the company's plants in Jiangyin and Tong cheng are expected to increase revenues and profits in China and provide more job opportunities; the risk may arise from the fact that when the revenues and profits are not as expected, the plant will be idle and the cost will increase; the Company could create other business or transfer business from other sites to prevent it happens.

  • 7.6.9. The risk from the centralization of material input and sales and countermeasures: N/A

  • 7.6.10. Impact and risk of mass share transfer or conversion of directors, supervisors, or major shareholders holding over 10% of shares and countermeasures: None.

  • 325 -

  • 7.6.11. Impact and risk of the right of management change and countermeasures: None.

  • 7.6.12. For convicted or in-progress major litigation, non-litigation, or administrative litigation incidents involving the company, directors, supervisors, executives, mortgage responsible persons, major shareholders holding over 10% of shares, and subsidiaries whose outcomes may bring material impact to shareholder equities or stock prices, disclose the fact in dispute, amount, litigation start date, major parties involved, and the status by the report publishing date: None.

  • 7.6.13. Other major risks and countermeasures: None.

7.7. Other major items: None.

  • 326 -

8. Special Notes

8.1. Information of affiliates

  • 8.1.1. Consolidated business reports of affiliates

  • (1) Affiliates organization chart

==> picture [397 x 375] intentionally omitted <==

(2) Basic information of affiliates

Name Establishment
Date
Paid-in Capital Address The major scope of business
orproducts
Beijing SINBON
Electronics Co., Ltd.
(Factory)
1993.12.20 US$4.45 million
Building No. 26, Liando
U Valley, No. 15,
Jingsheng South 4th
Street, Majuqiao,
Tongzhou, District,
Beijing,101102,China
Production and sales of
comprehensive connectors.
Hong Kong SINBON
Electronics Co., Ltd.
(Contact Office)
1995.6.20 HK$95.61 million
Unit 05, 18/F, Lemmi
Centre, 50 Hoi Yuen
Road, Kwun Tong,
Kowloon,HongKong
Sales of comprehensive
cables, connectors, and other
electronic parts and
components.
  • 327 -
Name Establishment
Date
Paid-in Capital Address The major scope of business
orproducts
Shanghai SINBON
Electronics Co., Ltd.
(Sales Office)
1996.3.15 US$3.28 million
3F, Building 60, No.
461, Hong-Cao Rd.,
Shanghai 200233, China

Sales of comprehensive
Cables, connectors, and other
electronic parts and
components.
SINBON
International
Enterprise
CompanyLimited
2000.10.24 US$52.78 million
P.O. Box 3340, ROAD
TOWN, TORTOLA,
BRITISH VIRGIN ISLAND
General investment
Jiangyin SINBON
Electronics Co., Ltd
(Factory)
2000.12.20 US$37.78 million
No.288, Middle Cheng
Jiang Rd., Jiangyin,
Jiangsu Province
214434, China
Production and sales of
cables, electronic
components, power electronic
components, and computer
peripherals; R&D, production
and sales of GPS modules.
Shenzhen SINBON
Electronics Co., Ltd
(Sales Office)
2001.05.09 US$2.81 million
Rm.802, Bld.212, Tairan
Industrial Zone,
Chegongmiao,
Futian District,
Shenzhen City,
Guangdong Province
518040,China
Sales of comprehensive
cables, connectors, and other
electronic parts and
components.
Kwan-Ze
Corporation Ltd..
2003.01.22 NT$ 235.60 million
4-1F, No. 79, Xintai 5th
Road, Xiji District, New
Taipei City,Taiwan
General investment
Tong Cheng
SINBON Electronics
Co., Ltd. (Factory)
2007.07.13 US$14 million
No.168, Xing Long
Rd.,Economic
Development Zone,
Tongcheng City, Anhui
Province,China
Production and sales of
comprehensive electronic
connectors and cables.
Beijing SINBON
Tongan Electronics
Co., Ltd.
2012.02.16 RMB$130 million
6F, No. 15,
Jingshengnansi Street,
Jinqiao Science and
Technolgy Industry
Basement,
Zhongguancun Science
and Technology Park,
Tongzhou District,
Beijing
Production and sales of
comprehensive electronic
connectors and cables.
Worldwide Wire
Harnesses Co.,Ltd.
2007.04.24 US$0.15 million Samoan Islands Overseas sales centre
SINBON
Technologies
Tennessee Co.,LLC.
2007.08.16 US$0.15 million
211 Industrial Park
Drive Cumberland City,
TN 37050
Overseas sales centre
  • 328 -
Name Establishment
Date
Paid-in Capital Address The major scope of business
orproducts
SINBON USA LLC. 2014.05.29 US$5.159 million 4265 Gibson Dr., Tipp
City,Ohio 45371
Overseas sales centre
SINBON Circuits &
Cables LLC
1993.12.30 US$1.727 million
815 South Brown
School Road Vandalia,
OH 45377,USA
Sales of comprehensive
electronic connectors and
cables.
Radbon Avionics
Inc.
2015.12.28 NT$60 million No. 582 Kuohwa Road,
Miaoli 360, Taiwan
Production and sales of
comprehensive electronic
connectors and cables.
T-CONN Precision
Corporation
2002.01.18 NT$254.637 million
4-3F, No. 79, Xintai 5th
Road, Xiji District, New
Taipei City,Taiwan
Sales of connectors and other
electronic parts and
components.
T-CONN Precision
(Zhongshan)
Corporation
2001.12.21 RMB$58.3 million
Torch Hi-tech Industrial
Development Zone
Sub-district, Zhongshan
City, Guangdong
Province,China
Production and sales of
connectors and other
electronic parts and
components.
Super Progressive
Limited
2003.01.30 US$0.1 million
2nd Floor, Felix House,
24 Dr. Joseph Riviere
Street, Port Louis,
Republic of Mauritius
Offshore trading centre
SINBON Europe
GmbH
2015.09 EUR 5.21 million Passauer Str. 99
84347 Pfarrkirchen
General investment
SINBON Holding
GmbH
2010.06.10 EUR 5.92 million
Passauer Str. 99
84347 Pfarrkirchen
Germany
General investment
SINBON Germany
GmbH
1996.11.08 EUR 550,000
Passauer Str. 99
84347 Pfarrkirchen
Germany
Logistic center
SINBON
Hungary Kft
1996.12.16 KFT 20 million Tatabánya, Tarjáni út 1,
2800
Manufacturing and selling a
wide variety of connectors,
wires and cables
Jiangsu ENMAGIC
Energy Co., Ltd.
2017.07.21 RMB 30 million
Floor 2, Building D5,
No.6, Dongsheng Xilu
Road, Jiangyin, Wuxi,
Jiangsu,China
Selling a wide variety of
connectors, wires and cables
Kunshan ENMAGIC
Energy Co., Ltd.
2018.09.30 RMB 3 million
150 Bowei Road,
Zhangpu Town,
Kunshan City
Decentralized solar
photovoltaic power
generation; solar photovoltaic
power plant project design,
construction, operation and
maintenance; solar
photovoltaic power plant
related technical consultation.
  • 329 -

(3) Information of the same shareholders in re-invested enterprises with controlling power and a subsidiary relationship: None

(4) Directors, supervisors, and presidents of subsidiaries

Name Title Name or Representative Shares Held
Shares Percentage
Beijing SINBON
Electronics Co.,
Ltd. (Factory)
Chairman
Director
President
Joseph Wang
Jun-Qiang Wang and Wei-Ming Liang
Chi-Chou Chang
(All are representatives of Beijing
SINBON Tongan Electronics Co.,Ltd.)
- 100.00%
Hong Kong
SINBON
Electronics Co.,
Ltd. (Contact
Office)
Director Joseph Wang, Wei-Ming Liang,
Huang-Ji Lin, Chi-Chou Chang
(All are representatives of SINBON
Electronics)
- 100.00%
Shanghai
SINBON
Electronics Co.,
Ltd. (Sales Office)

Chairman
Director
Supervisor
Joseph Wang
Wei-Ming Liang, Xiu-Sui Lin
Chi-Chou Chang
(All are representatives of SINBON
International Enterprise Company
Limited)
- 100.00%
SINBON
International
Enterprise
Company
Limited
Chairman Joseph Wang
(Representative of SINBON
Electronics)
- 100.00%
Jiangyin SINBON
Electronics Co.,
Ltd (Factory)
Chairman
Director
Supervisor
Joseph Wang
Wei-Ming Liang, Chi-Chou Chang,
Yan-Hua Wang, Xin-Chun Wu
Wen-Sen Huang
(All are representatives of SINBON
International Enterprise Company
Limited)
- 100.00%
Shenzhen
SINBON
Electronics Co.,
Ltd (Sales Office)
Chairman
Director
Supervisor
Joseph Wang
Wei-Ming Liang, Xiu-Sui Lin
Chi-Chou Chang
(All are representatives of SINBON
International Enterprise Company
Limited)
- 100.00%
Kwan-Ze
Corporation Ltd..
Chairman
Director
Supervisor
Joseph Wang
Xin-Chi Yeh, Chi-Chou Chang
Jun-Qiang Wang
(All are representatives of SINBON
International Enterprise Company
Limited)
23,560,000 shares 100.00%
  • 330 -
Name Title Name or Representative Shares Held
Shares Percentage
Tong Cheng
SINBON
Electronics Co.,
Ltd. (Factory)
Chairman
Director
Supervisor
Wei-Ming Liang
Chi-Chou Chang, Guo-Cai Song
Wen-Sen Huang
(All are representatives of SINBON
International Enterprise Company
Limited)
- 100.00%
Beijing SINBON
Tongan
Electronics Co.,
Ltd.
Chairman
Director
Supervisor
(concurrent)
Joseph Wang
Jun-Qiang Wang and Wei-Ming Liang,
Chi-Chou Chang
(All are representatives of SINBON
Electronics)
- 100.00%
Worldwide Wire
Harnesses Co.,
Ltd.
Director Wei-Ming Liang and Zi-Wei Lin
(Representative of SINBON
Electronics)
LESLIE ROY WELCH (representative of
Tennessee Wire Technologies LLC)
- 50.00%
SINBON
Technologies
Tennessee Co.,
LLC.
Director Wei-Ming Liang and Zi-Wei Lin
(Representative of SINBON
Electronics)
LESLIE ROY WELCH (representative of
Tennessee Wire Technologies LLC)
- 50.00%
SINBON USA LLC. Chairman Wei-Ming Liang(Representative of
SINBON Electronics)
- 100.00%
SINBON Circuits
& Cables LLC
Chairman
Director
Director
Director
Director
Michael J. Seibert
Cynthial J. Seibert
(representative of Seibert Holding,
INC.)
Chun-Yu Chen
Jia Wei
Winnie Chen
(representative of SINBON USA LLC.)
- 51.00%
Radbon Avionics
Inc.
Chairman
Director
Qi-Zhong Cheng
Kuo-Hong Wang and Andy T.C. Chiu
(All are representatives of SINBON
International Enterprise Company
Limited)
3,300,000 shares 55.00%
T-CONN
Precision
Corporation
Chairman
Director
Supervisor
Supervisor
Xin-Chi Yeh
Joseph Wang
Chi-Chou Chang
(these three people are all
representatives of SINBON Electronics)
Jun-Qiang Wang (representative of
Wistron Corporation)

15,577,522 shares
61.18%
T-CONN
Precision
(Zhongshan)
Corporation
Chairman
Director
Director
Xin-Chi Yeh
Joseph Wang
Jun-Qiang Wang (these three people
are all representatives of T-CONN
Precision Corporation)
- 61.18%
  • 331 -
Name Title Name or Representative Shares Held
Shares Percentage
Super
Progressive
Limited
Chairman Xin-Chi Yeh (representative of T-CONN
Precision Corporation)
- 61.18%
SINBON Europe
GmbH
Chairman Wen-Sang Huang(representatives of
SINBON Electronics)
- 100%
SINBON Holding
GmbH
Chairman Tibor Kovacs - 51%
SINBON
GermanyGmbH
Chairman Tibor Kovacs - 51%
SINBON
HungaryKft
Chairma Barrie Ryan - 51%
Jiangsu
ENMAGIC Energy
Co., Ltd.
Chairman
Director
Supervisor
Wei-Ming Liang
Chi-Chou Chang, Jun-Qiang Wang
Ying Yan
(All are representatives of SINBON
Tongan Electronics Beijing)
- 100%
Kunshan
ENMAGIC Energy
Co., Ltd.
Director
Supervisor
Jun-Qiang Wang
Chi-Chou Chang
(All are representatives of Jiangsu
ENMAGIC EnergyCo.,Ltd.)
- 100%

(5) Operational performance of affiliates (2019)

Name Authorized
Capital
Total Assets Total
Liabilities
Total Equity Operating
Revenue
Operating
Income
Current P/L
(after tax)
EPS
(after
tax)
Beijing SINBON
Electronics Co., Ltd.
(Factory)
(RMB/CNY)
32,828,851.80
52,758,486.29

200,435.75

52,558,050.54

-
(2,332,258.43) 1,628,880.56 -
Hong Kong SINBON
Electronics Co., Ltd.
(Contact Office)
(HKD)
95,606,400
624,771,969

420,914,538

203,857,431

630,699,777

101,211,697

99,528,872

-
Shanghai SINBON
Electronics Co., Ltd.
(Sales Office)
(RMB/CNY)
25,401,762.00
52,494,778.60

14,462,396.42

38,032,382.18

96,400,075.31

752,448.21

676,582.34
-
SINBON
International
Enterprise
Company
Limited(USD)
52,781,715
130,378,401

-

130,378,401

-

-

20,554,684

-
  • 332 -
Name Authorized
Capital
Total Assets Total
Liabilities
Total Equity Operating
Revenue
Operating
Income
Current P/L
(after tax)
EPS
(after
tax)
Jiangyin SINBON
Electronics Co., Ltd
(Factory)
(RMB/CNY)
286,025,460
1,087,891,852

411,950,812

675,941,041

1,532,496,183

138,093,105

123,932,261

-
Shenzhen SINBON
Electronics Co., Ltd
(Sales Office)
(RMB/CNY)
17,924,154.88
95,463,195.98

31,373,583.68

64,089,612.30
103,926,517.29
4,164,746.94

2,900,781.73

-
Kwan-Ze
Corporation Ltd..
(TWD)
235,600,000
410,496,010

1,184,788

409,311,222

-

(72,640)

81,796,749

-
Tong Cheng
SINBON Electronics
Co., Ltd. (Factory)
(RMB/CNY)
95,050,300
183,279,879.85

56,751,872.49
126,528,007.36 128,182,123.37
14,567,874.41

14,468,868.21

-
Beijing SINBON
Tongan Electronics
Co., Ltd.
(RMB/CNY)
130,000,000
678,772,817.01
296,296,674.01 382,476,143.00 678,862,225.37 117,293,593.00
113,881,439.43

-
SINBON USA LLC.
(USD)
5,158,541
4,065,770

1,234,935

2,830,835

8,025,927

(329,724)

(278,900)

-
Radbon Avionics
Inc.(TWD)
60,000,000
238,802,820

171,131,203

67,671,617

150,787,033

14,920,742

12,165,872

-
T-CONN Precision
Corporation(TWD)
254,637,300
630,211,147

237,840,921

392,370,226

845,771,087

26,121,767

65,018,549

-
T-CONN Precision
(Zhongshan)
Corporation
(RMB/CNY)
58,301,953
85,288,780

69,587,401

15,701,379

147,936,717

12,051,730

11,216,252

-
Super Progressive
Limited(USD)
100,000
552,512

73,647

478,865

124,282

(305,022)

(304,404)

-
Worldwide Wire
Harnesses Co., Ltd.
(USD)
150,000
50,577
65 50,512
-

-

(66,571)

-
SINBON
Technologies
Tennessee Co., LLC.
(USD)
167,002
1,008,010
907,579 100,432
1,298,603
(66,571)
(66,571)

-
SINBON Europe
GmbH(EUR)
5,208,773
1,278,457

91

1,278,36

-

(472)

(1,875,048)

-
SINBON Holding
GmbH(EUR)
43,600
2,156,128

26,532

2,129,596

-

(58,535)

(3,685,530)

-
  • 333 -
Name Authorized
Capital
Total Assets Total
Liabilities
Total Equity Operating
Revenue
Operating
Income
Current P/L
(after tax)
EPS
(after
tax)
SINBON Germany
GmbH(EUR)
550,000
1,752,436

818,895

933,541

1,142,858

(381,641)

(324,051)

-
SINBON
HungaryKft(KFT)
20,000
2,659,519

3,469,739

(810,220)

2,871,636

(984,735)

(1,108,004)

-
Jiangsu ENMAGIC
Energy Co., Ltd.
(RMB/CNY)
30,000,000
144,083,781

108,122,577

35,961,204

203,198,581

6,754,627

5,301,939

-
Kunshan ENMAGIC
Energy Co., Ltd.
(RMB/CNY)
3,000,000
2,981,943.87

95,263.24
3,077,207.11
89,869.13

81,270.64

77,207.11

-
SINBON Circuits &
Cables LLC(USD)
1,727,070
5,780,572

5,742,806

37,766

15,623,285

27,597

(123,987)

-

8.1.2. Consolidated financial statement of subsidiaries

Statement of Compliance

SINBON’s consolidated financial statement for 2019 (period: January 1, 2019 to December 31, 2019), contains the companies that should be included in the consolidated financial statement and accounting for investments in subsidies as required in the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” and the companies that should be included in the consolidated financial statement of the parent company and subsidies as required in the IAS 10–Consolidated Financial Statements and Accounting for Investments in Subsidiaries are the same. In addition, as the information that should be disclosed in the consolidated financial statement of subsidiaries has been disclosed in the said consolidated financial statement for the company and subsidiaries, no separate consolidate financial statements for subsidiaries will be published.

SINBON Electronics Co., Ltd. Joseph Wang Chairman

Date: March 20, 2020

  • 334 -

  • 8.2. Private placement of securities in last year and by the report publishing date: None.

  • 8.3. Holding or settling corporate stocks in last year and by the report publishing date: None.

8.4. Other supplementations: None.

9. Incidents with significant impact on shareholder equities or market prices as specified in item 2 of paragraph 2 of Article 36 of the Securities and Exchange Act in last year and by the report publishing date

None.

  • 335 -