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SUNPLUS Annual Report 2021

Aug 11, 2021

52056_rns_2021-08-11_21fe6417-4c3b-4be7-87a7-d5e2ba6a107a.pdf

Annual Report

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LSE : SUPD

Stock code: 2401

2020 Annual Report

Sunplus Technology Co., Ltd. Prepared by Search the annual website: http://mops.tse.com.tw Date of publication: May 15th, 2021

PLEASE READ FOLLOWING NOTICE

BEFORE USING THIS REPORT

Readers are advised that the original version of the report is in Chinese. If there is any conflict between these financial statements and the Chinese version or any difference in the interpretation of the two versions, the Chinese-language report shall prevail.

In addition, certain of our financial information have been published in accordance with requirements of the Republic of China Securities and Futures Commission and are presented in conformity with accounting principles generally accepted in the Republic of China. Readers should be cautioned that these accounting principles differ in many material respects from accounting principles generally accepted in other countries.

Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

The materials and information provided on this report have been issued by Sunplus and are posted solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any securities issued by us or otherwise.

SPOKESPERSON

Name: Wayne Shen Title: Vice President Tel: +886-3-5786005 E-mail: [email protected]

DEPUTY SPOKESPERSON

Name: Ji-An Zhuang Title: Investor Relations Manager Tel: +886-3-5786005 E-mail: [email protected]

SUNPLUS LOCATION

Address: 19, Innovation 1st Road, Hsinchu Science Park, Hsinchu 300, Taiwan Tel: +886-3-5786005 Fax: +886-3-5786006 http://www.sunplus.com

COMMON SHARES TRANSFER AGENT

Company: China Trust Commercial Bank Corporate Trust Operation and service Department Address: 5F, 83, Sec. 1, Chung-Ching S. Rd. Taipei 100, Taiwan Tel: +886-2-21811911 http://www.chinatrust.com.tw

AUDITORS

Name: Cheng-Chi Lin, Mei-Zhen Cai Company: Deloitte & Touche Tohmatsu Limited Address: 6F, 2, Prosperity Road 1, Hsinchu Science Park, Hsinchu 300, Taiwan Tel: +886-3-5780899 http://www.tw.deloitte.com

GDR DEPOSITARY BANK

Company: The Bank of New York Address: 101 Barclay Street New York, N.Y. 10286 Tel: +1-212-815-2476 http://www.adrbnymellon.com Please refer to London Stock Exchange official website for Sunplus’ Market Price. http://www.londonstockexchange.com

SUNPLUS WEBSITE

http://www.sunplus.com

TABLE OF CONTENT

TABLE OF CONTENT
I. LETTER TO SHAREHOLDERS ..................................................................................................................................... 1
II. COMPANY PROFILE.................................................................................................................................................. 4
2.1 Foundation of Sunplus ........................................................................................................................................... 4
2.2 Milestones ............................................................................................................................................................. 4
III. CORPORATE GOVERNANCE ..................................................................................................................................... 6
3.1 Organization........................................................................................................................................................... 7
3.2 Director, general manager, deputy general manager, associate, department and branch office in charge of
information ............................................................................................................................................................ 9
3.3 Corporate Governance Implementation .............................................................................................................. 20
3.4 Audit Fees ............................................................................................................................................................ 48
3.5 Replacement of Auditors ..................................................................................................................................... 48
3.6 Chairman, Presidents, and Managers in Charge of Finance and Accounting Who Held a Position in Sunplus’
Independent Audit Firm or Its Affiliates during the Recent Year ......................................................................... 49
3.7 Net Change in Shareholding and Net Changes in Shares Pledged by Director, Manager, and Shareholders with
10% Shareholding or More .................................................................................................................................. 50
3.8 Top 10 Shareholders & Related Parties ............................................................................................................... 52
3.9 Long-term Investment Ownership ....................................................................................................................... 53
IV. CAPITAL & SHARES ................................................................................................................................................ 54
4.1 Capitalization ....................................................................................................................................................... 54
4.2 Issuance of Corporate Bonds ............................................................................................................................... 61
4.3 Preferred Shares .................................................................................................................................................. 61
4.4 Issuance of GDR ................................................................................................................................................... 62
4.5 Employee Stock Options Plan .............................................................................................................................. 63
4.6 Restricted Employees Stock ................................................................................................................................. 63
4.7 Mergers and Acquisitions .................................................................................................................................... 63
V. FINANCIAL PLAN & IMPLEMENTATION .................................................................................................................. 64
VI. BUSINESS HIGHLIGHT ............................................................................................................................................ 65
6.1 Business Activities ................................................................................................................................................ 65
6.2 Market Status ...................................................................................................................................................... 73
6.3 Personnel Structure ............................................................................................................................................. 80
6.4 Environmental Protection & Expenditures .......................................................................................................... 80
6.5 Employees ............................................................................................................................................................ 82
6.6 Important Contracts ............................................................................................................................................ 83
VII. FINANCIAL STATEMENTS ....................................................................................................................................... 84
7.1 Condensed Financial Statement and Auditors’ Opinions by adopting IFRSs ....................................................... 84
7.2 Financial Analysis for recent 5 years .................................................................................................................... 89
7.3 Report by Audit Commitee .................................................................................................................................. 94
7.4 Consolidated Financial Statements ...................................................................................................................... 95
7.5 Financial Statements-Standalone ...................................................................................................................... 197
7.6 Financial Difficulties ........................................................................................................................................... 288
VIII. FINANCIAL ANALYSIS ........................................................................................................................................... 274
8.1 Financial Status .................................................................................................................................................. 274
8.2 Operational Results............................................................................................................................................ 275
8.3 Cash Flow ........................................................................................................................................................... 276
8.4 Major Capital Expenditure ................................................................................................................................. 277
8.5 Long-Term Investment ....................................................................................................................................... 277
8.6 Risk Management .............................................................................................................................................. 278
8.7 Other Remarks ................................................................................................................................................... 280
IX. SPECIAL NOTES .................................................................................................................................................... 281
9.1 Affiliates ............................................................................................................................................................. 281
9.2 Private Placement Securities ............................................................................................................................. 293
9.3 Status of Sunplus Common Shares/GDRs Acquired, Disposed of, or Held by Subsidiaries ............................... 294
9.4 Special Notes ..................................................................................................................................................... 295
9.5 Any Events Impact to Shareholders’ Equity and Share Price ............................................................................. 295

I. LETTER TO SHAREHOLDERS

BUSINESS REPORT

2020 Business Results

Sunplus consolidated net operating revenue totaled NT$6,414 million and the gross profit were NT$2,925 million in 2020. While R&D expense totaled NT$1,624 million and the G&A expenses were NT$488 million, marketing expense were NT$297 million, Operating profit was NT$516 million in 2020. Including total non-operating net income NT$269 million, the profit before tax were NT$785 million. Excluding the income tax expense NT$166 million, the net profit of the year totaled NT$619 million, attributable to owner of the Company were NT$323 million which the earning per share after tax for 2020 was NT$0.55.

The net sales from continuing operations in 2020 increased 16.9% compared to the same period last year. The gross profit margin is about 46% compared with the previous year ’s 43%, a slight increase. 2020 operating net profit increased by 291.80% compared to 2019.

Off-line income increased from 112 million in 2019 to 269 million in 2020, Mainly because the net profit of financial assets measured at fair value through profit and loss in 2020 increased by 105 million compared with 2019.

The IFRS Consolidated Statement exposes other comprehensive gains and losses in 2020, Including the difference between the conversion of financial statements of foreign operating institutions, Unrealized gains and losses on equity instrument investments measured at fair value through other comprehensive income, determine the number of reassessments of the welfare plan, the shareholding of related enterprises recognized by equity method, the total net after-tax other comprehensive profit and loss in 2020 is NT$6 million. The total consolidated profit and loss in 2020 was NT$625 million, the consolidated profit and loss was attributed to NT$327 million by the owner of the company.

PRODUCTS R&D, TECHNOLOGIES AND OUTLOOK

Sunplus technology mergers and acquisitions of major individuals, including Sunplus Technology, Generplus Technology, SunplusIT Technology, Jumplux Technology, and mainland subsidiary.

Sunplus is currently focuses on the development, in addition to Automotive Infotainment System (In-Vehicle Infotainment), Display Audio chip, advanced driver assistance system (ADAS) automotive chip, In addition to airlyra's SoundBar chip, audio-visual entertainment system and other chip products, it also introduces the smart computing chip Plus1 suitable for AIoT applications. It also provides IP authorization for high-speed interfaces, data converters, and analogs.

With the popularity of smart phones, the convenience of being integrated with the car's infotainment system when getting on the car makes this system a standard equipment for the front of new cars! The growth momentum of this system will be the main source of growth for Sunplus's revenue and profit. The revolutionary breakthrough of the intelligent computing chip Plus1, which greatly reduces the threshold for the development of edge computing applications. It will be the best solution for a small number of diverse AIoT new applications, and countless innovative applications will be commercialized to benefit the crowd.

1

Generalplus Technology focuses on consumer electronics chips, product line includes voice, multimedia, and MCU chips, Product development market leadership. The main application products include interactive toys, education and learning, driving Recorder, Sports DV, Wireless Charging, Motor control, etc.. In 2020, a new generation of voice IC GPC74C series platform, advanced version GPC22 series and low-power GPL873 series will be launched. In terms of multimedia products, the introduction of 40nm R&D 32-bit SoC, including 3D image processing, H.264, voice processing, and deep learning algorithms, can be used for education and learning, driving records, sports photography, aerial photography and other applications. On the MCU side, developed a 32-bit Cortex-M0 sine wave drive motor control chip. For touch IC, complete high anti-interference and low radiation requirements to meet home appliances and industrial control applications.

Sunplus Innovation Technology focuses on human-machine interface device chips. 2020 is a year of severe challenges. The market has greatly increased demand due to the epidemic, but its production capacity is also severely tight. With its efforts, its annual revenue has increased by 93%. 59% came from PC cameras, mouse keyboards and storage, and 41% came from USB external camera devices, driving pullers, high-speed cameras, new retail and remote controls. In 2021, the field of machine vision intelligent imaging applications will continue, and we look forward to continued growth in 2021.

Jumplux Technology focuses on automotive electronics and high-speed storage. In 2020, affected by the epidemic, it will adjust the organization and product development direction, focusing on the peripheral IC and Serdes IP of the front-mounted car regulations, including MediaHub USB2.0 IC – SPD102, MediaHub USB3.2 Gen2 IC – SPD1023, MIPI APHY IP. The main customers of 2020 are the TIER1 auto brand, a Sino-foreign joint venture between North America and Europe. The SPD10X series has successfully achieved design introduction, and mainland brand automakers have also begun mass production. It is expected to add growth momentum in 2021.

Subsidiaries in China include Shanghai Sunplus, Sunplus prof-tek, Sunmedia, Sunplus-EHUE and Sunplus APP. Mainly to support the company's mainland customers in the company's engineering services and business promotion.

External competition, regulations, and overall economic environment

Sunplus Technology focuses on the development of automotive chips, audio chips, and intelligent computing chips, continuing its past leadership in the audio-visual market, which is conducive to the competitiveness of automotive audio-visual systems, connected car driving assistance systems, and AIoT Edge Computing.

Generplus Technology will be affected by the new crown pneumonia in 2020, the global economy will fluctuate sharply, and the US-China trade war will cause a substantial adjustment in the supply chain, bringing a completely different development pattern to the world than in the past. Looking forward to 2021, we will continue to invest more R&D resources, accelerate the development of new products, and respond to market changes.

In addition to continuing to develop towards a higher degree of integration, Sunplus Innovation Technology also actively develops intelligent imaging products to increase added value and create the greatest benefits for shareholders and employees.

Under the imbalance between supply and demand in the automotive semiconductor supply chain, Jumplux Technology will continue to work closely with TIER1 and car manufacturers, and actively cooperate with the supply chain to obtain a stable supply of goods.

Looking forward to 2021, although COVID-19 has seen the dawn of a vaccine, the short-term haze is still there. With the Biden administration coming to power, the US-China trade war may be expected to slow down. The market generally expects that the international economy will grow significantly. The company will pay close attention to changes in the international economic environment, adjust the pace of product research and development in a timely manner, and conform to market demand.

2

Future company development strategy

Sunplus Technology includes all of the merged individuals of the Group, will continue to deepen the core competitiveness of various fields, efforts to expand the market, Improve product value and observe market trends, adjust and optimize product lines and investments,

Improve industry and industry performance, at the same time actively investing in advanced technology, open up new products and markets, reserve a new wave of growth momentum.

Expect to continue to increase profits, return the long-term support of shareholders.

All the best, Chairman & CEO,

==> picture [100 x 37] intentionally omitted <==

3

II. COMPANY PROFILE

2.1 Foundation of Sunplus

Sunplus was founded in August 3[rd] 1990 in Hsinchu, Taiwan.

2.2 Milestones

For the formation of the Company's share capital, please refer to pages 63-66 of this annual report. Please refer to pages 284 to 295 of this annual report on the relationship between the Company and the investment enterprises.

August 1990 Sunplus Technology was founded
May 1993 Obtained approval from the SIPA to move into Hsinchu Science Park
October 1993 Moved into Hsinchu Science Park
September 1994 Company started in-house wafer circuit probe testing
December 1995 Groundbreaking for the construction of Sunplus’ office building, located in 19, Innovation First
Road, Hsinchu Science Park
April 1996 Evaluated as “The most productive IC design company” by Hsinchu SIPA
January 1997 Grand opening of Sunplus’ office building
September 1997 Sunplus Technology was IPO on the Over-The-Counter stock market
January 2000 Sunplus was listed on the main board of the Taiwan Stock Exchange (TSE)
Jun 2000 Received certificate of ISO 9001 Quality Assessment by RWTUV
September 2000 Reorganized into three new business unit, Consumer center, Multimedia center, and
production center; and the BOD appointed Mr. Yarn-Chen Chen as the president
December 2000 Received the “Distinguished Achieved Award” from Hsinchu SIPA
March 2001 Launched Global Depositary Receipts on the London Stock Exchange
December 2001 Completed the Grandtech merger and announced the company’s reorganization
January 2002 Established a subsidiary in Shanghai, China to provide better service to customers in Mainland.
February 2002 Implemented ERP system successfully to enhance company‘s operating efficiency and
competence
Jun 2002 Purchased a new office building (B-building) at Science Park
July 2002 Sponsored the new Innovation Park and Parking Lot at Science Park, Hsinchu
February 2003 Licensed 32-bit core IP from MIPS Technology for next-generation consumer electronic
products
April 2003 Completed acquisition of Oak Optical Storage Business and spin-off a new venture, Sunext
Technology to focus on next generation Blue Ray ODD controller
May 2003 Licensed MPEG-4 video compression technology from DivX Networks to create DivX certified
IC solution for consumer electronic products
Jun 2003 Announced reorganization by altering the Product Business Unit Systems to Functional
Business Unit Systems
August 2003 Established a new milestone for monthly sales over NT$1 billion
December 2003 Won “Innovation Product Award 2003” and “R&D Performance Award 2003” from Hsinchu
SIPA
March 2004 Established a new subsidiary, Generalplus Technology to focus on consumer IC design
September 2004 Received certificate of ISO 14000 Quality Assessment
December 2004 MFP SoC with 4800dpi image quality won “Innovation Product Award 2004” from Hsinchu
SIPA
December 2004 Won “R&D Performance Award 2004” from Hsinchu SIPA
Jun 2005 Announced the first 32-bit processor core S+core® with Sunplus-owned instruction set
architecture
Jun 2005 Launched USB2.0-to-Serial ATA bridge solution
August 2005 Applied MPEG-4 image controlling technology to the first IP cam with resolution up to 1M
pixel in the worldwide
August 2005 Completed the merger with the 3G team of information & communication research lab ITRI
and started the development of 3G cellular communication ICs
September 2005 Established a new milestone of monthly sales up to NT$1.899 billion as record high
October 2005 Mass-produced the PHS mobile baseband processor
November 2005 Announced the worldwide first DVD ICs certificated by DivX Ultra
December 2005 Announced reorganization by altering the Functional Business Unit System to Product Business
Unit System and the resolved to spin off the LCD IC business. Mr. Chou-Chye Huang was
appointed to CEO of Sunplus

4

  • March 2006 Completed the spin-off of the LCD IC business into Orise Technology Co., Ltd.

  • December 2006 Completed the spin-off of Controller & Peripheral Business Unit into Sunplus Innovation Technology Inc.

  • December 2006 Completed the spin-off of the Personal Entertainment Business Unit and Advanced Business Unit into Sunplus mMobile Inc.

  • December 2006 Established a new record high with 2006 profit after tax, NT$2.97 billion February 2007 Licensed digital TV SoC IP to Silicon Image, Inc. with US$40 million for license fee. March 2007 Completed the return of capital with outstanding shares afterward 512,953,665 shares April 2007 The spin-off LCD driver IC design company Orise Technology was IPO April 2007 Sunplus mMobile spun-off Sunplus mMedia Inc.

  • December 2007 Highly integrated SoC SPG290 with interactive game and education function won the “Innovation Product Award 2007” from Hsinchu SIPA

  • December 2007 Received certificate of IECQ 080000 for hazardous substance process management. December 2007 Established a new subsidiary, Sunplus Prof-tek Technology, in Shenzhen January 2008 Established a new subsidiary, Sunmedia Technology, in Chengdu March 2008 Sunext licensed optical storage technology to Broadcom Corporation with license income up to US$38 million

  • March 2008 Launched first DTMB demodulator for China digital broadcasting TV system among Taiwanese IC design companies

  • April 2008 Established new subsidiary Sunplus APP Technology in Beijing, to follow up Sunplus University Program in China

  • March 2009 Joint-promoted with DTS next generation DVD SoC delivering the ultimate audio entertainment experience.

  • October 2009 Spun off Sunplus mMedia’s product lines: PC-Cam to Sunplus Innovation Technology Inc.; PMP/MP3/DPF to Generalplus Technology Inc.; DSC to new start-up

  • December 2009 Started up iCatch Technology Inc. to take over the DSC business from Sunplus mMedia Inc. August 2010 Celebrated Sunplus’ 20th Anniversary and Kept Going for “Technology for Easy Living” May 2011 Announced reorganization by altering the IC design Unit and System design Unit to “DVD Product Center”, “STB Product Center”, “TV Product Center” and “IP Product Center”. Appointed Dr. Archie Yeh as President of Home Entertainment Business Unit

  • November 2011 The subsidiary, Generalplus Technology Co., Ltd., focused on consumer IC design listing on Taiwan Stock Exchange under the code “4952”

  • May 2012 Updated the company vision from “Technology for Easy Living” to “Customers Win we win” June 2012 Elected the 9th Board of Directors and Supervisors in AGM2012, the BOD re-elected Unanimously Mr. Chou-Chye Huang as Chairman

  • December 2012 Joint-invest Sunplus Core Technology (renamed: S2-tek Inc.) for TV IC design January 2013 Reorganization to “DVD Product Center”, “STB Product Center” and “IP Product Center”.

  • November 2013 “DVD Product Center” renamed to “Automotive Product Center”. January 2014 Established new subsidiary Beijing Sunplus-Ehue Tech Co., Ltd. October 2014 Sunplus mMedia spun-off Jumplux for USB Multi-Screen Display SoC and IP Design

  • December 2014 The consolidated net sales reached NT$8.71 billion January 2015 Orise Technology merged with Focal Tech January 2015 Disposed STB product Center

  • February 2015 Reorganization due to disposal of STB center, Chariman & CEO Mr. Chou-Chye Huang is acting as President of HE BU

  • June 2015 Elected the 10th Board of Directors and Supervisors in AGM2015, the BOD re-elected

    • Unanimously Mr. Chou-Chye Huang as Chairman
  • December 2016 Completed TSMC 28nm HPC + IP development and verification June 2017 The first release of the Corporate Social Responsibility Report (CSR Report) actively

    • implements corporate social responsibility to meet the international trends of balanced

    • environmental, social and corporate governance development, contribute to economic

    • development, and improve employees, their families, and the local community as a whole. Social quality of life

  • March 2018 Home Entertainment BU has set up a "Smart Computing Project"

  • August 2018 Update Slogan to "Make difference". Simple and powerful, easy to understand, the larger version of Make declares that you want to "do something" and create valuable differentiation

  • February 2019 Passed ISO45001 and TOHSMS environmental safety and health management system certification

    • version of Make declares that you want to "do something" and create valuable differentiation

5

July 2020 Announced highly integrated automotive instrumentation solutions and successfully entered the supply chain of automotive instrument manufacturers September 2020 Subsidiary "Sunplus Innovation Technology Co., Ltd." registered in emerging stock market February 2021 Join the Hon Hai MIH Electric Vehicle Platform Alliance March 2021 The "Smart Device Product Center" was established under the home platform business group

6

III. Corporate Governance

3.1 Organization

3.1.1 Organization Chart

==> picture [497 x 375] intentionally omitted <==

7

3.1.2 Major Corporate Functions

March 31st, 2021

March 31st,2021
Department Job Description
Chairman Office (1)
Engaging the strategic alliances
(2)
Planning and executing investment plans
(3)
Arranging Board of Directors Meetings
(4)
The planning, promotion and implementation of the Company's integrity
management
CEO Office (1)
Establishing company’s operational strategies, and goals
(2)
Auditing and improving the operating performances
(3)
Communicating with investors, public and media
(4)
Executing and managing the strategic alliances
(5)
Managingstrategic investments
Internal Auditor (1)
Executing internal auditing plan as routine
(2)
Auditing subsidiaries regularly
(3)
Auditing special cases
(4)
Re-certification auditing of self-examination
(5)
Establishingthe internal control system
Home Entertainment Business Unit (1)
Developing world-class audio and video solutions
(2)
Managing sales channels and distributors and providing customer services
(3)
Marketing and expanding business worldwide
(4)
Conducting production, material control, International trading affairs
(5)
Developing and handling quality assurance system
(6)
Planning new products and engaging cutting-edge technologies
(7)
Maintainingtestingsoftware and facility
Administration Unit (1)
Total Management, Plant Management, Procurement, Occupational safety,
Environmental Protection and Administrative Services
(2)
Managing human resources and personnel
(3)
Establishing corporate information service to upgrade the productivity
(4)
Automating of business process to be more competitive
(5)
Consultingfor management to makingbusiness decisions
Finance & Accounting Division (1)
Managing finance & accounting affairs
(2)
Arrangingannual shareholders’ meeting
Legal & IP Department (1)
Coordinating the legal and IP affairs
(2)
Controlling the project procedures and design documents
(3)
Conserving company confidential documents
(4)
Purchasing, maintaining librarianship
(5)
Conductingcontracts & IP management

8

3.2 Directors, and Management 3.2.1 Directors& Supervisors

3.2
Directors, and Management
3.2.1 Directors& Supervisors
3.2
Directors, and Management
3.2.1 Directors& Supervisors
3.2
Directors, and Management
3.2.1 Directors& Supervisors
3.2
Directors, and Management
3.2.1 Directors& Supervisors
3.2
Directors, and Management
3.2.1 Directors& Supervisors
April 9th,2021/Unit: shares
Title Name Date
Elected
Initial Date
Elected
Term of
Office
Share holding
When Elected
Current
Shareholding
Spouse & Minor
Shareholding
Educational
Background
Positions Currently held in Other Companies (Note 2)
Amount % Amount % Amount %
Chairman & CEO Chou-Chye Huang 2018.06.11 1990.07.09 3 years 92,737,817 15.67 92,737,817 15.67 1,370,993 0.23 M.S., Electrical Engineering,
National Tsing Hua
University,Taiwan
Note 1
Director Wen-Shiung Jan 2018.06.11 2009.04.30 3 years 0 0.00 0 0.00 0 0.00 MBA, International Business,
National Taiwan University,
Taiwan
Supervisor: Hi-Yes Group.,
Director: Ability Enterprise, Panjit, OPALS, E-Pin Optical Inc.
Independent Director: Biostar, Nien Hsing Textile
Chairman: iCatch
Chairman: ECSC Inc.
Director Global View Co., Ltd., 2018.06.11 1990.07.09 3 years 10,038,049 1.70 10,038,049 1.70 0 0.00 - Chairman: RADIANT INNOVATION INC.
Chairman: British Cayman Islands GLOBAL VIEW CO.,LTD
Director: NVTEK
Director Wen-Ren Su(Global
View Co., Ltd.,
Representative of Legal
Entity)
2018.06.11 1990.07.09 3 years 0 0.00 0 0.00 0 0.00 B.S., Accounting, Chinese
Culture University
General manager: Global View,

Director: Beijing Global View,Radiant Innovation Inc.
Supervisor:NVTEK
Director Wei-Min Lin 2018.06.11 2009.04.30 3 years 0 0.00 0 0.00 0 0.00 M.S., Accountancy, Jinan
University,China
CPA Auditor of Wei-Min Lin Accounting Firm
Independent Director: Fu-Shin holdingCayman
Independent Director Che-Ho Wei 2018.06.11 2009.04.30 3 years 0 0.00 0 0.00 0 0.00 Ph.D., Electronic Engineering,
University of Washington,
Seattle, USA
Independent Director & Compensation Committee: Genesis Photonics
Inc.,
Director: Unizyx Holding Corporation, Arcadyan Technology, MXIC
Chairman : NIIEPA
Adjunct Professor, Department of Electronic Engineering, National
YangMingChiao TungUniversity
Independent Director Tse-Jen Huang 2018.06.11 2015.06.12 3 years 0 0.00 0 0.00 0 0.00 EMBA, National Taiwan
University of Science and
Technology
CPA and Head of Shengxin CO., CPAs
Independent Director & Audit Committee and Remuneration
Committee: GenMont
Independent Director & Compensation Committee: Sunfon
Director: FramyInc.
Independent Director Yao-Ching Hsu 2018.06.11 2015.06.12 3 years 0 0.00 0 0.00 0 0.00 M.S., Laws, Cornell University,
USA
Charged lawyer of Yuan Qing Patent and Trademark Office
Supervisor: Xiyinlina Prevention Foundation

Note1:

Chairman: Generalplus, Russell Holdings Co., Ltd.,Venturplus Group Inc., Venturplus Mauritius Inc., Venturplus Cayman Inc., Shanghai Sunplus, Sunplus Technology (HK), Sunplus Venture Capital, Lin Shih Investment, Weiying Investment, Sunplus Management Consulting, Generalplus International (SAMOA)Inc., Sunplus Innovation Technology, Sunplus mMobile, Generalplus (MAURITIUS) Inc., Generalplus (Shenzhen), , Sunplus Prof-tek, Sunmedia, Magic Sky Limited, , Award Glory Ltd., Sunny Fancy Ltd., Giant Rock Inc., Giant Kingdom Ltd., Zhu Ming Teaching Foundation, Zhu Ming Academic Foundation, Jumplux, Chongqing Shuangxin Technology, GenkiTek Technology Co., Ltd., GlintMed, Capella Microsystems

Chairman & President : Sunext, Sunplus mMedia, Beijing Sunplus-Ehue Tech Co., Ltd.

President : Worldplus Holdings L.L.C

Director : Pan Wen Yuan Foundation, Sinocon Industrial standards Foundation, iCatch, Global View Co., Ltd., Zhu Ming Foundation, Alumni Association of Industrial Technology Research Institute, AkiraNET

Executive Supervisor: National Yang Ming Chiao Tung University

Note 2: The chairman of the company and the general manager or equivalent (the top manager) are the same person, are relatives of each other, such as spouse or one parent, should explain the reasons, rationality, necessity and corresponding measures (such as increasing the number of independent directors and should (More than half of the directors have not served as employees or managers, etc.):

The chairman of the company also serves as the chief executive officer. To improve business efficiency and decision-making execution, the company has the following specific measures.

9

  1. Of the seven members of the board of directors, except for the chairman, the remaining six directors are not part-time employees or managers. 2. Independent directors can fully discuss and make recommendations for the board of directors in each functional committee to implement corporate governance.

10

3.2.2 Directors and Supervisors' Qualifications and Independence Analysis

April 9th, 2021

Criteria
Name (Note 1)
With over 5 years of working experience and
one of the following professional
requirements
With over 5 years of working experience and
one of the following professional
requirements
With over 5 years of working experience and
one of the following professional
requirements
Independent Status (Note 2) Independent Status (Note 2) Independent Status (Note 2) Independent Status (Note 2) Independent Status (Note 2) Independent Status (Note 2) Independent Status (Note 2) Independent Status (Note 2) Independent Status (Note 2) Independent Status (Note 2) Numbers of other public
companies concurrently
serving as an independent
director
An instructor
of higher
position in a
department
of commerce,
law, finance,
accounting,
or other
departments
related to the
Company’s
business in a
public or
private
college or
university
A judge,
public
prosecutor,
attorney,
certified
public
accountant,
or other
professional
or technical
specialist who
has passed a
national
examination
and been
awarded a
certificate in
a profession
necessary for
the
Company’s
business
With an
experience in
commerce,
law, finance,
accounting or
other
specialties
necessary to
the
Company’s
business
1 2 3 4 5 6 7 8 9 10 11 12
Chou-Chye
Huang
0
Wen-Shiung
Jan
2
Wen-Ren Su
(Global View
Co., Ltd.,
Representative
of Legal Entity)
0
Wei-Min Lin 1
Che-Ho Wei 1
Tse-Jen Huang 2
Yao-Ching Hsu 0

Note 1: The amount of columns depends on the actual circumstance.

  • Note 2: “  ” indicates the directors and supervisors meeting any of the following criteria during the term of office and two years before being elected.

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

  • (2) Not a director or supervisor of the company or its affiliates. (However, if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited.)

  • (3) Not the shareholder (with its relatives or under others’ names) who holds more than 1% shareholding of the total issued shares or ranked as the Top 10 shareholders.

  • (4) Not a manager listed in (1) or a spouse, relative within the second parent, or direct blood relative within the third parent, etc.

  • (5) Directors who do not directly hold more than 5% of the total issued shares of the company, the top five shareholders, or a legal person shareholder who appoints a representative as a company director or supervisor according to Article 27, paragraph 1 or 2, of the company law, Supervisor or Employee (However, if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited to this).

  • (6) More than half of the shares that are not on the board of directors of the company or have voting rights are the directors, supervisors or employees of other companies controlled by the same person (but if it is a company or its parent company, subsidiary or a child of the same parent company) (The independent directors established by the company in accordance with

11

this law or local national laws shall not be limited to this).

  • (7) Directors (directors), supervisors (supervisors) or employees (but in the case of the company and its parent company) of other companies or organizations that are not the same person or spouse with the company ’s chairman, general manager or equivalent. Independent directors set up by a subsidiary company or a subsidiary of the same parent company in accordance with this law or local national laws shall not be limited to this).

  • (8) Directors (directors), supervisors (supervisors), managers or shareholders holding more than 5% of shares in specific companies or institutions that do not have financial or business dealings with the company (but specific companies or institutions that hold issued shares in the company) If the total number is more than 20% but not more than 50%, and the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited to this).

  • (9) Professionals, sole proprietorships, partnerships, companies or institutions that do not provide audits for companies or related companies or have business, legal, financial, accounting and other related services whose cumulative amount of remuneration in recent two years has not exceeded NT $ 500,000 Business owners, partners, directors (directors), supervisors (supervisors), managers and their spouses. However, members of the Remuneration and Compensation Committee, Public Takeover Review Committee, or M & A Special Committee that perform their duties in accordance with the relevant laws and regulations of the Securities Exchange Act or the Corporate M & A Act are not limited.

  • (10) There is no kinship relationship with other directors within the scope of spouse or second parent.

  • (11) There is no one of the circumstances in Article 30 of the Company Law.

  • (12) There is no Article 27 of the Company Law which stipulates that the government, legal person or its representative shall be elected.

12

3.2.3 Major Shareholders of Sunplus’ Shareholders as Legal Entities

a) Global View’s Top 10 Shareholders

Major Shareholders of Sunplus’ Shareholders as Legal Entities
a) Global View’s Top 10 Shareholders
Major Shareholders of Sunplus’ Shareholders as Legal Entities
a) Global View’s Top 10 Shareholders
April 9th,2021
Shareholder Holding
SunplusTechnology 13.06%
Jhih-YuanChou 10.45%
China Trust Commercial Bank is entrusted to keep the investment account of Baofu
Investment Consultant (HongKong) Co.,Ltd.-Customer Account
7.05%
THE CAPITAL GROUP is entrusted with the special investment account of
Changxiong Securities Co.,Ltd.
3.77%
Citibankas trusteefor First Securities (HK) 3.31%
Meng-Huei Lin 2.47%
ShuhuiChen 2.47%
YunlongHuang 2.09%
YiJiang NanCo.,Ltd. 1.90%
The business department of Standard Chartered International Commercial Bank is
entrusted with the custodyof the investment account of Credit Suisse International
1.27%

b) Remark if the above Major Shareholders as Legal Entities:

Shareholder Major Shareholders Holding
China Trust Commercial Bank is
entrusted to keep the investment account
of Baofu Investment Consultant (Hong
Kong)Co.,Ltd. - Customer Account
Not Applicable -
THE CAPITAL GROUP is entrusted
with the special investment account of
ChangxiongSecurities Co.,Ltd.
Not Applicable -
China Trust Commercial Bank is
entrusted to keep the investment account
of Baofu Investment Consultant (Hong
Kong)Co.,Ltd. - Customer Account
Not Applicable -
China Trust Commercial Bank is
entrusted to keep the investment account
of Baofu Investment Consultant (Hong
Kong)Co.,Ltd. - Customer Account
Not Applicable -
Yi Jiang Nan Co., Ltd. Jiaxi Huang 27%
Jiaqi Huang 26%
The business department of Standard
Chartered International Commercial
Bank is entrusted with the custody of the
investment account of Credit Suisse
International
Not Applicable -

13

3.2.4 Management Team

3.2.4 Management Team 3.2.4 Management Team 3.2.4 Management Team 3.2.4 Management Team 3.2.4 Management Team
April 9th,2021/Unit: shares
Title Country of
Citizenship
Name Gender Effective Date Current
Shareholding
Spouse’s & Minor’s
Shareholding
Use the Name of
Others to Hold
Shares
Educational Background Positions Currently
held in Other
Companies (Note 5)
With Spouse or Two Parents
Relationship Manager
Remarks
Amount % Amount % Amount % Job Title Name Relationship
Chairman
& CEO
Republic of
China
Chou-Chye
Huang
male 1990.07.09 92,737,817 15.67 1,370,993 0.23 0 0.00 M.S., Electrical Engineering, National
TsingHua University,Taiwan
Note:1 - - - Note:7
Vice
President
Republic of
China
Wayne Shen male 2005.12.01 969,558 0.16 0 0.00 0 0.00 - - - - -
Assistant
VP
Republic of
China
Alex Chang male 2013.07.01 0 0.00 0 0.00 0 0.00 Master, Industrial Engineering,
National Chiao-Tung University,
Taiwan
Note:3 - - -
Assistant
VP
Republic of
China
Jason Lin male 2013.11.01 146,111 0.02 0 0.00 0 0.00 Master, Industrial Engineering,
National Chiao-Tung University,
Taiwan
Note:4 - - -
Assistant
VP
Republic of
China
Michael Su male 2018.03.15 0 0 0 0.00 0 0.00 Master of Electrical Engineering,
University of Southern California,
USA
- - - -
Assistant
VP
Republic of
China
Adam Wang male 2021.04.01 10000 0 0 0.00 0 0.00 Master of Control Engineering
Institute, National Chiao-Tung
University,Taiwan
- - - -
Director of
Finance &
Accounting
Division
Republic of
China
Shu-Chen
Cheng
female 2013.03.01 36,067 0.01 0 0.00 0 0.00 Bachelor, Accounting, Tunghai
University, Taiwan
Note:5 - - -
Head of
Corporate
Governanc
e
Republic of
China
Phoebe Chen female 2021.04.01 19177 0 0 0.00 0 0.00 Master of Accounting, National
Chengchi University
Note:6 - - -

Note1:

Chairman: Generalplus, Russell Holdings Co., Ltd.,Venturplus Group Inc., Venturplus Mauritius Inc., Venturplus Cayman Inc., Shanghai Sunplus, Sunplus Technology (HK), Sunplus Venture Capital, Lin Shih Investment, Weiying Investment, Sunplus Management Consulting, Generalplus International (SAMOA)Inc., Sunplus Innovation Technology, Sunplus mMobile, Generalplus (MAURITIUS) Inc., Generalplus (Shenzhen), , Sunplus Prof-tek, Sunmedia, Magic Sky Limited, , Award Glory Ltd., Sunny Fancy Ltd., Giant Rock Inc., Giant Kingdom Ltd., Zhu Ming Teaching Foundation, Zhu Ming Academic Foundation, Jumplux, Chongqing Shuangxin Technology, GenkiTek Technology Co., Ltd., GlintMed, Capella Microsystems

Chairman & President : Sunext, Sunplus mMedia, Beijing Sunplus-Ehue Tech Co., Ltd.

President : Worldplus Holdings L.L.C

Director : Pan Wen Yuan Foundation, Sinocon Industrial standards Foundation, iCatch, Global View Co., Ltd., Zhu Ming Foundation, Alumni Association of Industrial Technology Research Institute, AkiraNET

Executive Supervisor: National Yang Ming Chiao Tung University

Note 2

Director : Sunplus mMobile, Beijing Sunplus-Ehue Tech Co., Ltd., Sunplus mMedia, Supervisor : Jumplux, Sunext.

Note 3

AVP : iCatch, Sunext, Jumplux, , Shanghai Sunplus, Chongqing Shuangxin Technology. Director : Rudong Core Electronic Technology.

Note 4

Director : Advanced Vehicle Systems Co., Ltd. AutoSys Co., Ltd.

Note 5

Manager : Sunext, Jumplux.

Supervisor : Rudong Core Electronic Technology.

14

Director : GenkiTek.

Note 6

Director : Sunext, Jumplux, Supervisor: Sunplus mMedia, GlintMed

Note 7

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

The chairman of the company also serves as the chief executive officer. To improve operational efficiency and decision-making execution, the company currently has the following specific measures:

  1. Among the seven members of the board of directors, except for the chairman, the remaining six directors are not part-time employees or managers.

  2. Independent directors can fully discuss and make recommendations for the board of directors in each functional committee to implement corporate governance.

15

3.2.5 Remuneration to Directors, Presidents, and Vice Presidents

a) Remuneration to Directors

Units: NT$,shares Units: NT$,shares Units: NT$,shares Units: NT$,shares Units: NT$,shares Units: NT$,shares Units: NT$,shares Units: NT$,shares Units: NT$,shares Units: NT$,shares Units: NT$,shares Units: NT$,shares Units: NT$,shares
Title Name
(Note 1)
Remuneration to Directors (A)+(B)+(C)+
(D) %of Net
Income
(Note10)
Remuneration to Directors who hold a Concurrent Post in the Company (A)+(B)+(C)+(
D)
+(E)+(F)+(G)
% of Net
Income
(Note10)
Receive
remuneratio
n from
non-subsidia
ry
reinvestment
business or
parent
company
(Note11)
Salary (A)
(Note 2)
Pension
(B)
Bonus from Profit
Distribution (C)
(Note 3)
Allowance (D)
(Note 4)
Salary, Bonus, etc.
(E)
(Note 5)
Pension (F) Employee Bonus from Profit Distribution (G)
(Note 6)
Sunplus Consolidated
Subsidiaries (Note 7)
Sunplus Consolidated
Subsidiaries (Note 7)
Sunplus Consolidated
Subsidiaries (Note 7)
Sunplus Consolidated
Subsidiaries (Note 7)
Sun
plu
s
Cons
olidat
ed
Subsi
diarie
s
(Note
7)
Sunplus Consolid
ated
Subsidia
ries
(Note 7)
Sunplus Consolida
ted
Subsidiari
es (Note 7)
Sunplus Consolidated
Subsidiaries
(Note7)
Sunplus Consolidated
Subsidiaries
Cash
Bonus
Stock
Bonus
Cash
Bonus
Stock
Bonus
Chairman Chou-Chye Huang - - - - 3,233,890 3,233,890 961,000 961,000 1.30 1.30 5,532,604 5,532,604 91,848 91,848 - - - - 3.04 3.04 3,874,522
Director Wen-ShiungJan
Director Global View
Wen-Ren Su
Representative of Legal
Entity
Director Wei-Min Lin
Independent Director Che-Ho Wei 1,741,326 1,741,326 1,329,000 1,329,000 0.95 0.95 - - - - - - - - 0.95 0.95 -
Independent Director Tse-Jen Huang
Independent Director Yao-Ching Hsu
1. Please state the policy, system, standards and structure of independent directors' remuneration payment, and describe the relevance to the amount of remuneration according to the responsibilities, risks, time invested, etc.
According to one of Article 18 of the company's articles of association, "when the directors of the company perform the duties of the company, the company may pay remuneration regardless of the company's business profits and losses. The remuneration is authorized by the
board of directors to negotiate with the industry's usual level. Remuneration is distributed in accordance with the provisions of Article 29 of this Constitution. "
To measure the company's current operating scale and to consider the company's current operating conditions, the company's policies and regulations for the payment of independent directors' remuneration have a positive relationship with operating performance and future risks
assumed. The payment of the sole director's remuneration shall be reported to the board of directors for resolution after the approval of the remuneration committee.
2. In addition to the disclosures in the above table,the directors of the companyin the most recentyear have received remuneration forprovidingservices to all companies in the financial report(such as servingas consultants for non-employees): none.
Remuneration Class
Remuneration to Directors Names of Directors
The total amount of the first four remuneration (A)+(B)+(C)+(D) The total amount of the first seven remuneration (A)+(B)+(C)+(D)+(E)+(F)+(G)
Sunplus (Note 8) Consolidated Subsidiaries (Note 9) H Sunplus (Note 8) All companies in the financial report (I) (Note 9)
Under NT$1,000,000 Wen-Shiung Jan, Global View, Wen-Ren Su,
Wei-Min Lin,Tse-Jen Huang,Yao-ChingHsu
Wen-Shiung Jan, Global View, Wen-Ren Su,
Wei-Min Lin,Tse-Jen Huang,Yao-ChingHsu
Wen-Shiung Jan, Global View, Wen-Ren Su, Wei-Min
Lin, ,Tse-Jen Huang,Yao-ChingHsu
Wen-Shiung Jan, Global View, Wen-Ren Su,
Wei-Min Lin,Tse-Jen Huang,Yao-ChingHsu
NT$1,000,000~NT$2,000,000(Not included) Che-Ho Wei Che-Ho Wei Che-Ho Wei Che-Ho Wei
NT$2,000,000~NT$3,500,000(Not included) Chou-Chye Huang Chou-Chye Huang
NT$3,500,000~NT$5,000,000(Not included)
NT$5,000,000~NT$10,000,000(Not included) Chou-Chye Huang Chou-Chye Huang
NT$10,000,000~NT$15,000,000(Not included)
NT$15,000,000~NT$30,000,000(Not included)
NT$30,000,000~NT$50,000,000(Not included)
NT$50,000,000~NT$100,000,000(Not included)
More than 100,000,000
Total 8 8 8 8

Note 1: The names of directors should be listed separately (legal shareholders should separately list the names and representatives of legal shareholders), and the general directors and independent directors should be listed separately, and the amount of each payment should be disclosed in a summary manner. If the director also serves as the general manager or deputy general manager, this table and the following table (3-1), or the following tables (3-2-1) and (3-2-2).

Note 2: It indicates the remuneration to directors (including salary, allowance, pension, bonus, rewards, and etc.) in the most recent fiscal year.

Note 3: It indicates the remuneration to directors from profit distribution in the most recent fiscal year according to the proposal submitted by BOD to shareholders’ meeting for approval.

Note 4: It indicates the expenses generated from directors’ business (including transportation fees, social activity fees, allowances, dormitories, company cars, and etc.) in the most recent fiscal year. If the Company provides a house, car/other transportation, or other allowances to directors, the relevant

16

payments, calculated at actual cost or fair value, shall be disclosed. The remuneration paid to the company drivers shall be disclosed but not included in the remuneration to directors.

  • Note 5: It indicates the salaries, allowances, pensions, severance pay, bonuses, rewards, transportation fees, social activity fees, dormitories, cars, and etc., to directors who hold concurrently posts in the Company (including presidents, vice presidents, managers, or other employees). If the Company provides a house, car/other transportation, or other allowances to directors, the relevant payments, calculated at actual cost or fair value, shall be disclosed. The remuneration paid to the company drivers shall be disclosed but not included in the remuneration to directors.

  • And the salary fee recognized by IFRS 2 "Share Fundamental Contribution", including obtaining employee stock vouchers, restrictions on employee rights of new shares and participation in cash replenishment of shares and so on, should also be included in the remuneration. The company's Chairman Huang and the chief executive officer are equipped with official car, and are provided with drivers to pay the relevant remuneration of NT$462,000.

  • Note 6: It indicates the employee bonuses (including cash and stock) paid to directors who hold concurrently posts in the Company (including presidents, vice presidents, managers, or other employees). The amount of employee bonus according to the proposal of profit distribution submitted by BOD to shareholders’ meeting for approval in the most recent fiscal year shall be disclosed. If there is no such proposal yet, the stock bonus may be calculated according to the stock bonus last year.

  • Note 7: The total amount remuneration paid to the Company’s directors by all the companies in the consolidated financial statements (including Sunplus) shall be disclosed.

  • Note 8: It indicates the numbers of directors classified by the amount of their remuneration paid by Sunplus. The amount of remuneration paid to juridical-person shareholders shall be distributed equally to each representative, and then they shall also be classified according to the amount. If the Company is willing to disclose the names of directors in each classification, the title of column shall be changed to “Names of Directors”.

  • Note 9: It indicates the numbers of directors classified by the amount of their remuneration paid by all the companies in the consolidated financial statements (including Sunplus). If the Company is willing to disclose the names of directors in each classification, the title of column shall be changed to “Names of Directors”.

  • Note 10: Net profit after tax refers to net profit after tax in the most recent individual or individual financial report.

  • Note 11: a. This column should clearly list the amount of remuneration received by the company's directors from reinvested businesses other than subsidiaries or the parent company (if not, please fill in "none").

  • b. If the directors of the company receive remuneration from a subsidiary's reinvestment business or parent company, the remuneration received by the company's directors from a subsidiary's reinvestment business or parent company shall be included in column I of the remuneration scale and The field name is changed to "Parent company and all reinvestment businesses".

  • c. Remuneration refers to the remuneration, remuneration (including remuneration of employees, directors and supervisors) and business execution fees received by the directors of the company as directors, supervisors or managers of non-subsidiary investment companies or parent companies. ※The remuneration disclosed here shall not be applied for taxation purpose because those are calculated on a different basis.

b) Remuneration to Management Team

Unit: NT$,shares Unit: NT$,shares
Title
Name
(Note 1)
Salary (A)
(Note 2)
Sunplus
Consolidated
Subsidiaries
(Note 5)
Pension (B)
Sunplus
Consolidated
Subsidiaries
(Note 5)
Reward, Allowance, etc.
(C)
(Note 3)
Sunplus
Consolidated
Subsidiaries
(Note 5)
Bonus from Profit Distribution (D)
(Note 4)
Sunplus
Consolidated Subsidiaries
(Note 5)
Cash
Bonus
Stock Bonus
Cash
Bonus
Stock Bonus
(A)+(B)+(C) +(D)
% on Net Income
(Note 8)
Sunplus
Consolidated
Subsidiaries
(Note 5)
Receive remuneration from
non-subsidiary reinvestment
business or parent company
(Note 9)
CEO
Chou-Chye Huang
VP
Wayne Shen
7,977,129 7,977,129 268,608 268,608 1,414,004 1,414,004 0 0 0 0 2.99 2.99 0
* Regardless of title, where the job is equivalent to the general manager, deputy general manager (such as: president, chief executive, director ... etc.), should be exposed.
Names of Presidents and Vice Presidents
Remuneration to Management Sunplus All companies in the financial report (E)
(Note 6) (Note 7)
Under NT$1,000,000
NT$1,000,000~NT$2,000,000
NT$2,000,000~NT$3,500,000
NT$3,500,000~NT$5,000,000 Wayne Shen Wayne Shen
NT$5,000,000~NT$10,000,000 Chou-Chye Huang Chou-Chye Huang
NT$10,000,000~NT$15,000,000
NT$15,000,000~NT$30,000,000
NT$30,000,000~NT$50,000,000
NT$50,000,000~NT$100,000,000
More than NT$100,000,000
Total 2 2
  • Note 1: Names of presidents and vice presidents shall be disclosed separately, and the remuneration shall be disclosed in total amount. If the director concurrently serves as the general manager or deputy general manager, this table and the above table (1-1), or (1-2-1) and (1-2-2). Note 2: It indicates the remuneration to presidents and vice presidents, including salary, allowance, pension, and severance pay) in the most recent fiscal year.

  • Note 3: It indicates the bonuses, rewards, transportation fees, social activity fees, dormitories, cars, and etc., to presidents and vice presidents. If the Company provides a house, car/other transportation, or other allowances to presidents and vice presidents, the relevant payments, calculated at actual cost or fair value, shall be disclosed. The remuneration paid to the company drivers shall be disclosed but not included in the remuneration to directors. And the salary fee recognized by IFRS 2 "Share Fundamental Contribution", including obtaining employee stock vouchers, restrictions on employee rights of new shares and participation in cash replenishment of shares and so on, should also be included in the remuneration.

Chairman Huang and concurrently the CEO of the company is equipped with an official car and a driver to pay the relevant remuneration of NT$478,000.

Note 4: It is to fill in the amount of employee compensation (including stocks and cash) approved by the board of directors for the distribution of the general manager and deputy general manager in the most recent year. And should also fill in table 1-3.

Note 5: The total amount remuneration paid to the Company’s presidents and vice presidents by all the companies in the consolidated financial statements (including Sunplus) shall be disclosed.

  • Note 6: It indicates the numbers of presidents and vice presidents classified by the amount of their remuneration paid by Sunplus. If the Company is willing to disclose the names of presidents and vice presidents in each classification, the title of column shall be changed to “Names of Presidents and Vice Presidents”.

Note 7: It indicates the numbers of presidents and vice presidents classified by the amount of their remuneration paid by all the companies in the consolidated financial statements (including Sunplus). If the Company is willing to disclose the names of presidents and vice presidents in each classification,

17

the title of column shall be changed to “Names of Presidents and Vice Presidents”.

  • Note 8: Net profit after tax refers to net profit after tax in the most recent individual or individual financial report.

  • Note 9: a. This column should clearly list the amount of remuneration received by the general manager and deputy general manager of the company from the investment company outside the subsidiary or the parent company (if not, please fill in "none").

  • b. If the general manager and deputy general manager of the company receive relevant remuneration from a subsidiary's out-of-investment business or parent company, the remuneration received by the general manager and deputy general manager of the company's out-of-subsidiary investment business or parent company shall be incorporated into Remuneration level from column E of the table and change the name of the column to "Parent company and all reinvested businesses".

  • c. Remuneration refers to the remuneration, remuneration (including employees, directors and supervisors) and business execution received by the general manager and deputy general manager of the company as directors, supervisors or managers of non-subsidiary companies or parent companies Fees and related remuneration.

  • ※The remuneration disclosed here shall not be applied for taxation purpose because those are calculated on a different basis.

18

c) Employee Bonus Granted to Management Team April 9th, 2021

Title Name Shares Bonus Cash Bonus Sum up % on Net
Income
Chairman & CEO Chou-Chye
Huang
- - - -
Vice President Wayne Shen
Assistant VP Jason Lin
Assistant VP Alex Chang
Assistant VP Michael Su
Assistant VP Adam Wang
Director of
Finance &
Accounting
Division
Shu-Chen Cheng
Head of Corporate
Governance
Phoebe Chen
  • 3.2.6 Analysis for remuneration paid by all the companies in the consolidated financial statements (including Sunplus) to directors, presidents and vice presidents as % net income in the most recent two years. Also, the relevant policy, standards and procedures, and the relation between remuneration and performance shall be stated. 1. Analysis for remuneration paid as % net income
Remuneration 2019 2019 2020 2020
Amount % of Net
income(Loss)
Amount % of Net income
(Loss)
Director 12,235,000 79.92% 16,925,000 5.23%
Supervisor
Management
  1. Remuneration policies, standards and combinations, procedures for determining remuneration, and their relevance to business performance and future risks: The company pays directors' remuneration in accordance with the company's articles of association and taking into account the usual standards of the industry. The remuneration policy of the management team is based on the salary level of the job equivalent to the same industry market, plus the achievement rate of the company's operation and individual performance in each field of responsibility, and give reasonable remuneration. According to the articles of association of the company, if the company makes a profit in the current year, it shall allocate no less than 1% for employee compensation and no more than 1.5% for director compensation. However, when the company still has accumulated losses (including adjustments to the amount of undistributed surplus), it shall reserve the amount of compensation in advance. All directors of the company receive a fixed remuneration, and each time they attend the meeting, they also receive the carriage fee. In addition, the proportion of directors' remuneration distribution is weighted based on the results of evaluation projects such as the mastery of the company's goals and tasks, the degree of participation in the company's operations, internal relationship management and communication, and the director's professional and continuous education, and the weighted results are assigned. The salary and remuneration of the company’s managers not only refer to the usual level of payment in the industry, but also consider the evaluation items of professional seniority, work performance, goal achievement, and major contributions. Important evaluation items of work performance include: the practice of the company’s core values, financial and operational indicators Management (such as product revenue, gross profit, delivery and R&D schedule), implementation of corporate social responsibility, and other special contributions, or major events, etc., after comprehensive considerations, and reasonable remuneration.

19

3.3 Corporate Governance Implementation 3.3.1 BOD Meeting Status

9 meetings were held in 2020 (9 meetings by 11[th] BOD) (A), and the attendance of directors is as follow:

Title Name (Note 1) Attendance in
Person (B)
By Proxy Attendance
Rate B/A (%)
(Note 2)
Remarks
Chairman Chou-Chye Huang 9 0 100
Director Wen-ShiungJan 9 0 100
Director Representative of Legal Entity ,
Global View
Wen-Ren Su
9 0 100
Director Wei-Min Lin 9 0 100
Independent
Director
Che-Ho Wei 9 0 100
Independent
Director
Tse-Jen Huang 9 0 100
Independent
Director
Yao-Ching Hsu 9 0 100
Other information required to be disclosed:
1.The operation of the board if one of the following circumstances, should specify the date of the board, period, the
contents of the motion, the opinions of all independent directors and the handling of opinions of independent
directors:
(1)matters listed in Article 14-3 of the Securities Exchange Act
Board of
Directors
The contents of the motion and follow-up
Article 14-3 of
the Securities
Exchange Act
Independence or
objection
The Fifteenth
Meeting of the
Eleventh
Session of the
Board of
Directors
109.03.30
1. The company's 2019 employee
remuneration and directors' remuneration
distribution situation discussionproposal.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: In this case, the compensation for employees and directors
was determined by the total amount of compensation, and the amount of
personal compensation has not been determined, so there is no need to avoid
interest. The case was passed after the chairman consulted all the directors
present without objection.
The 16th
meeting of the
11th session of
the Board of
Directors
109.04.22
1. Discussion on the adjustment of
employee compensation and director
compensation distribution of the company
in 2019.
v
Note
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: In this case, the compensation for employees and directors
was determined by the total amount of compensation, and the amount of
personal compensation has not been determined, so there is no need to avoid
interest. The case was passed after the chairman consulted all the directors
present without objection.
The Eleventh
Session of the
Eighteenth
Board of
Directors
109.08.13
1. Discussion on company-wide salary
adjustment and manager salary adjustment
in 2020.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: passed after the chairman consulted all the directors present
without objection.

20

The eleventh
session of the
nineteenth
board of
directors
109.09.07
1. Discussion of the company's long-term
investment disposal.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution results: (1) This case has his own interests with Chairman Huang
Zhoujie, so he avoids participating in the discussion and voting in accordance
with the law. Wei Zhe and independent directors were appointed as acting
chairman at the direction of the chairman. (2) Except for evading directors who
did not participate in the discussion and voting in accordance with the law, the
case was passed after the acting chairman consulted the remaining directors
present without objection.
The twentieth
meeting of the
eleventh board
of directors
109.11.13
1. The company's "internal control
system" and "internal audit
implementation rules" revision discussion
proposal.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: The proposal was passed after the chairman consulted all the
directorspresent without objection.
The
Twenty-second
Meeting of the
Eleventh
Session of the
Board of
Directors
109.12.29
1. Discussion Proposal on Appointment of
Accountants and Independence Evaluation
in 2021.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: The case was passed after the chairman consulted all the
directors present without objection.
(2) Except for the foregoing, other board of directors who oppose or retain opinions and have a record or written
statement by an independent director: None.
2. The implementation of the directors ’avoidance of the proposal of interest shall state the name of the director, the
content of the proposal, the reason for the avoidance of interests and the situation of participation in voting—
(1) On March 30, 2020, the board of directors discussed the "Discussion Proposal for the Company's Staff
Remuneration and Directors' Remuneration Distribution in 2019.": In this case, the part of employee compensation
and director compensation determines the total amount of compensation, and does not determine the amount of
personal compensation, so there is no need to avoid interest. The case was passed after the chairman consulted all
the directors present without objection.
(2) On April 22, 2020, the board of directors discussed the "Discussion on the adjustment of the company's
employee compensation and directors' compensation distribution in 2019.": In this case, the part of employee
compensation and director compensation determines the total amount of compensation, and does not determine the
amount of personal compensation, so there is no need to avoid interest. The case was passed after the chairman
consulted all the directors present without objection.
(3) On September 7, 2020, the board of directors discussed the "Discussion Proposal for Disposal of the Company's
Long-term Investment": 1. In this case, the chairman Huang Zhoujie also serves as the chairman of Sunplus
Innovation Technology, and he has his own interests, so he avoided participating in the discussion and voting in
accordance with the law. Wei Zhe and independent directors were appointed as acting chairman at the direction of
the chairman. 2. Except for evading the directors who did not participate in the discussion and voting in accordance
with the law, the case was passed after the acting chairman consulted the other directors present without objection.
3. The listed company shall disclose the evaluation cycle and period, evaluation scope, method and evaluation
content of the self (or peer) evaluation of the board of directors— The company has passed a resolution of the board
of directors on March 30, 2020 to formulate the "Board Performance Evaluation Measures". The relevant contents
of the measures are as follows:
Evaluation
cycle
During
evaluation
Assessment
scope
Evaluation
method
Evaluation content
The board of
directors of
Completed
before the end
Performance
evaluation of
Including
internal
The company should consider the company's
situation and needs to determine the
The eleventh
session of the
nineteenth
board of
directors
109.09.07
1. Discussion of the company's long-term
investment disposal.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution results: (1) This case has his own interests with Chairman Huang
Zhoujie, so he avoids participating in the discussion and voting in accordance
with the law. Wei Zhe and independent directors were appointed as acting
chairman at the direction of the chairman. (2) Except for evading directors who
did not participate in the discussion and voting in accordance with the law, the
case was passed after the acting chairman consulted the remaining directors
present without objection.
The twentieth
meeting of the
eleventh board
of directors
109.11.13
1. The company's "internal control
system" and "internal audit
implementation rules" revision discussion
proposal.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: The proposal was passed after the chairman consulted all the
directorspresent without objection.
The
Twenty-second
Meeting of the
Eleventh
Session of the
Board of
Directors
109.12.29
1. Discussion Proposal on Appointment of
Accountants and Independence Evaluation
in 2021.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: The case was passed after the chairman consulted all the
directors present without objection.
(2) Except for the foregoing, other board of directors who oppose or retain opinions and have a record or written
statement by an independent director: None.
2. The implementation of the directors ’avoidance of the proposal of interest shall state the name of the director, the
content of the proposal, the reason for the avoidance of interests and the situation of participation in voting—
(1) On March 30, 2020, the board of directors discussed the "Discussion Proposal for the Company's Staff
Remuneration and Directors' Remuneration Distribution in 2019.": In this case, the part of employee compensation
and director compensation determines the total amount of compensation, and does not determine the amount of
personal compensation, so there is no need to avoid interest. The case was passed after the chairman consulted all
the directors present without objection.
(2) On April 22, 2020, the board of directors discussed the "Discussion on the adjustment of the company's
employee compensation and directors' compensation distribution in 2019.": In this case, the part of employee
compensation and director compensation determines the total amount of compensation, and does not determine the
amount of personal compensation, so there is no need to avoid interest. The case was passed after the chairman
consulted all the directors present without objection.
(3) On September 7, 2020, the board of directors discussed the "Discussion Proposal for Disposal of the Company's
Long-term Investment": 1. In this case, the chairman Huang Zhoujie also serves as the chairman of Sunplus
Innovation Technology, and he has his own interests, so he avoided participating in the discussion and voting in
accordance with the law. Wei Zhe and independent directors were appointed as acting chairman at the direction of
the chairman. 2. Except for evading the directors who did not participate in the discussion and voting in accordance
with the law, the case was passed after the acting chairman consulted the other directors present without objection.
3. The listed company shall disclose the evaluation cycle and period, evaluation scope, method and evaluation
content of the self (or peer) evaluation of the board of directors— The company has passed a resolution of the board
of directors on March 30, 2020 to formulate the "Board Performance Evaluation Measures". The relevant contents
of the measures are as follows:
Evaluation
cycle
During
evaluation
Assessment
scope
Evaluation
method
Evaluation content
The board of
directors of
Completed
before the end
Performance
evaluation of
Including
internal
The company should consider the company's
situation and needs to determine the
The eleventh
session of the
nineteenth
board of
directors
109.09.07
1. Discussion of the company's long-term
investment disposal.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution results: (1) This case has his own interests with Chairman Huang
Zhoujie, so he avoids participating in the discussion and voting in accordance
with the law. Wei Zhe and independent directors were appointed as acting
chairman at the direction of the chairman. (2) Except for evading directors who
did not participate in the discussion and voting in accordance with the law, the
case was passed after the acting chairman consulted the remaining directors
present without objection.
The twentieth
meeting of the
eleventh board
of directors
109.11.13
1. The company's "internal control
system" and "internal audit
implementation rules" revision discussion
proposal.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: The proposal was passed after the chairman consulted all the
directorspresent without objection.
The
Twenty-second
Meeting of the
Eleventh
Session of the
Board of
Directors
109.12.29
1. Discussion Proposal on Appointment of
Accountants and Independence Evaluation
in 2021.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: The case was passed after the chairman consulted all the
directors present without objection.
(2) Except for the foregoing, other board of directors who oppose or retain opinions and have a record or written
statement by an independent director: None.
2. The implementation of the directors ’avoidance of the proposal of interest shall state the name of the director, the
content of the proposal, the reason for the avoidance of interests and the situation of participation in voting—
(1) On March 30, 2020, the board of directors discussed the "Discussion Proposal for the Company's Staff
Remuneration and Directors' Remuneration Distribution in 2019.": In this case, the part of employee compensation
and director compensation determines the total amount of compensation, and does not determine the amount of
personal compensation, so there is no need to avoid interest. The case was passed after the chairman consulted all
the directors present without objection.
(2) On April 22, 2020, the board of directors discussed the "Discussion on the adjustment of the company's
employee compensation and directors' compensation distribution in 2019.": In this case, the part of employee
compensation and director compensation determines the total amount of compensation, and does not determine the
amount of personal compensation, so there is no need to avoid interest. The case was passed after the chairman
consulted all the directors present without objection.
(3) On September 7, 2020, the board of directors discussed the "Discussion Proposal for Disposal of the Company's
Long-term Investment": 1. In this case, the chairman Huang Zhoujie also serves as the chairman of Sunplus
Innovation Technology, and he has his own interests, so he avoided participating in the discussion and voting in
accordance with the law. Wei Zhe and independent directors were appointed as acting chairman at the direction of
the chairman. 2. Except for evading the directors who did not participate in the discussion and voting in accordance
with the law, the case was passed after the acting chairman consulted the other directors present without objection.
3. The listed company shall disclose the evaluation cycle and period, evaluation scope, method and evaluation
content of the self (or peer) evaluation of the board of directors— The company has passed a resolution of the board
of directors on March 30, 2020 to formulate the "Board Performance Evaluation Measures". The relevant contents
of the measures are as follows:
Evaluation
cycle
During
evaluation
Assessment
scope
Evaluation
method
Evaluation content
The board of
directors of
Completed
before the end
Performance
evaluation of
Including
internal
The company should consider the company's
situation and needs to determine the
The eleventh
session of the
nineteenth
board of
directors
109.09.07
1. Discussion of the company's long-term
investment disposal.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution results: (1) This case has his own interests with Chairman Huang
Zhoujie, so he avoids participating in the discussion and voting in accordance
with the law. Wei Zhe and independent directors were appointed as acting
chairman at the direction of the chairman. (2) Except for evading directors who
did not participate in the discussion and voting in accordance with the law, the
case was passed after the acting chairman consulted the remaining directors
present without objection.
The twentieth
meeting of the
eleventh board
of directors
109.11.13
1. The company's "internal control
system" and "internal audit
implementation rules" revision discussion
proposal.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: The proposal was passed after the chairman consulted all the
directorspresent without objection.
The
Twenty-second
Meeting of the
Eleventh
Session of the
Board of
Directors
109.12.29
1. Discussion Proposal on Appointment of
Accountants and Independence Evaluation
in 2021.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: The case was passed after the chairman consulted all the
directors present without objection.
(2) Except for the foregoing, other board of directors who oppose or retain opinions and have a record or written
statement by an independent director: None.
2. The implementation of the directors ’avoidance of the proposal of interest shall state the name of the director, the
content of the proposal, the reason for the avoidance of interests and the situation of participation in voting—
(1) On March 30, 2020, the board of directors discussed the "Discussion Proposal for the Company's Staff
Remuneration and Directors' Remuneration Distribution in 2019.": In this case, the part of employee compensation
and director compensation determines the total amount of compensation, and does not determine the amount of
personal compensation, so there is no need to avoid interest. The case was passed after the chairman consulted all
the directors present without objection.
(2) On April 22, 2020, the board of directors discussed the "Discussion on the adjustment of the company's
employee compensation and directors' compensation distribution in 2019.": In this case, the part of employee
compensation and director compensation determines the total amount of compensation, and does not determine the
amount of personal compensation, so there is no need to avoid interest. The case was passed after the chairman
consulted all the directors present without objection.
(3) On September 7, 2020, the board of directors discussed the "Discussion Proposal for Disposal of the Company's
Long-term Investment": 1. In this case, the chairman Huang Zhoujie also serves as the chairman of Sunplus
Innovation Technology, and he has his own interests, so he avoided participating in the discussion and voting in
accordance with the law. Wei Zhe and independent directors were appointed as acting chairman at the direction of
the chairman. 2. Except for evading the directors who did not participate in the discussion and voting in accordance
with the law, the case was passed after the acting chairman consulted the other directors present without objection.
3. The listed company shall disclose the evaluation cycle and period, evaluation scope, method and evaluation
content of the self (or peer) evaluation of the board of directors— The company has passed a resolution of the board
of directors on March 30, 2020 to formulate the "Board Performance Evaluation Measures". The relevant contents
of the measures are as follows:
Evaluation
cycle
During
evaluation
Assessment
scope
Evaluation
method
Evaluation content
The board of
directors of
Completed
before the end
Performance
evaluation of
Including
internal
The company should consider the company's
situation and needs to determine the
The eleventh
session of the
nineteenth
board of
directors
109.09.07
1. Discussion of the company's long-term
investment disposal.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution results: (1) This case has his own interests with Chairman Huang
Zhoujie, so he avoids participating in the discussion and voting in accordance
with the law. Wei Zhe and independent directors were appointed as acting
chairman at the direction of the chairman. (2) Except for evading directors who
did not participate in the discussion and voting in accordance with the law, the
case was passed after the acting chairman consulted the remaining directors
present without objection.
The twentieth
meeting of the
eleventh board
of directors
109.11.13
1. The company's "internal control
system" and "internal audit
implementation rules" revision discussion
proposal.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: The proposal was passed after the chairman consulted all the
directorspresent without objection.
The
Twenty-second
Meeting of the
Eleventh
Session of the
Board of
Directors
109.12.29
1. Discussion Proposal on Appointment of
Accountants and Independence Evaluation
in 2021.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: The case was passed after the chairman consulted all the
directors present without objection.
(2) Except for the foregoing, other board of directors who oppose or retain opinions and have a record or written
statement by an independent director: None.
2. The implementation of the directors ’avoidance of the proposal of interest shall state the name of the director, the
content of the proposal, the reason for the avoidance of interests and the situation of participation in voting—
(1) On March 30, 2020, the board of directors discussed the "Discussion Proposal for the Company's Staff
Remuneration and Directors' Remuneration Distribution in 2019.": In this case, the part of employee compensation
and director compensation determines the total amount of compensation, and does not determine the amount of
personal compensation, so there is no need to avoid interest. The case was passed after the chairman consulted all
the directors present without objection.
(2) On April 22, 2020, the board of directors discussed the "Discussion on the adjustment of the company's
employee compensation and directors' compensation distribution in 2019.": In this case, the part of employee
compensation and director compensation determines the total amount of compensation, and does not determine the
amount of personal compensation, so there is no need to avoid interest. The case was passed after the chairman
consulted all the directors present without objection.
(3) On September 7, 2020, the board of directors discussed the "Discussion Proposal for Disposal of the Company's
Long-term Investment": 1. In this case, the chairman Huang Zhoujie also serves as the chairman of Sunplus
Innovation Technology, and he has his own interests, so he avoided participating in the discussion and voting in
accordance with the law. Wei Zhe and independent directors were appointed as acting chairman at the direction of
the chairman. 2. Except for evading the directors who did not participate in the discussion and voting in accordance
with the law, the case was passed after the acting chairman consulted the other directors present without objection.
3. The listed company shall disclose the evaluation cycle and period, evaluation scope, method and evaluation
content of the self (or peer) evaluation of the board of directors— The company has passed a resolution of the board
of directors on March 30, 2020 to formulate the "Board Performance Evaluation Measures". The relevant contents
of the measures are as follows:
Evaluation
cycle
During
evaluation
Assessment
scope
Evaluation
method
Evaluation content
The board of
directors of
Completed
before the end
Performance
evaluation of
Including
internal
The company should consider the company's
situation and needs to determine the
The eleventh
session of the
nineteenth
board of
directors
109.09.07
1. Discussion of the company's long-term
investment disposal.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution results: (1) This case has his own interests with Chairman Huang
Zhoujie, so he avoids participating in the discussion and voting in accordance
with the law. Wei Zhe and independent directors were appointed as acting
chairman at the direction of the chairman. (2) Except for evading directors who
did not participate in the discussion and voting in accordance with the law, the
case was passed after the acting chairman consulted the remaining directors
present without objection.
The twentieth
meeting of the
eleventh board
of directors
109.11.13
1. The company's "internal control
system" and "internal audit
implementation rules" revision discussion
proposal.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: The proposal was passed after the chairman consulted all the
directorspresent without objection.
The
Twenty-second
Meeting of the
Eleventh
Session of the
Board of
Directors
109.12.29
1. Discussion Proposal on Appointment of
Accountants and Independence Evaluation
in 2021.
v
None
Opinion of independent directorsNone.
The Company's handling of the opinions of independent directorsNone.
Resolution result: The case was passed after the chairman consulted all the
directors present without objection.
(2) Except for the foregoing, other board of directors who oppose or retain opinions and have a record or written
statement by an independent director: None.
2. The implementation of the directors ’avoidance of the proposal of interest shall state the name of the director, the
content of the proposal, the reason for the avoidance of interests and the situation of participation in voting—
(1) On March 30, 2020, the board of directors discussed the "Discussion Proposal for the Company's Staff
Remuneration and Directors' Remuneration Distribution in 2019.": In this case, the part of employee compensation
and director compensation determines the total amount of compensation, and does not determine the amount of
personal compensation, so there is no need to avoid interest. The case was passed after the chairman consulted all
the directors present without objection.
(2) On April 22, 2020, the board of directors discussed the "Discussion on the adjustment of the company's
employee compensation and directors' compensation distribution in 2019.": In this case, the part of employee
compensation and director compensation determines the total amount of compensation, and does not determine the
amount of personal compensation, so there is no need to avoid interest. The case was passed after the chairman
consulted all the directors present without objection.
(3) On September 7, 2020, the board of directors discussed the "Discussion Proposal for Disposal of the Company's
Long-term Investment": 1. In this case, the chairman Huang Zhoujie also serves as the chairman of Sunplus
Innovation Technology, and he has his own interests, so he avoided participating in the discussion and voting in
accordance with the law. Wei Zhe and independent directors were appointed as acting chairman at the direction of
the chairman. 2. Except for evading the directors who did not participate in the discussion and voting in accordance
with the law, the case was passed after the acting chairman consulted the other directors present without objection.
3. The listed company shall disclose the evaluation cycle and period, evaluation scope, method and evaluation
content of the self (or peer) evaluation of the board of directors— The company has passed a resolution of the board
of directors on March 30, 2020 to formulate the "Board Performance Evaluation Measures". The relevant contents
of the measures are as follows:
Evaluation
cycle
During
evaluation
Assessment
scope
Evaluation
method
Evaluation content
The board of
directors of
Completed
before the end
Performance
evaluation of
Including
internal
The company should consider the company's
situation and needs to determine the
Evaluation
cycle
During
evaluation
Assessment
scope
Evaluation
method
Evaluation content
The board of
directors of
Completed
before the end
Performance
evaluation of
Including
internal
The company should consider the company's
situation and needs to determine the

21

the company
shall perform
the internal
board
performance
evaluation in
accordance
with the
evaluation
procedures
and
evaluation
indicators of
these
measures
every year.
of the first
quarter of the
following
year.
the overall
board of
directors,
individual
board
members and
functional
committees.
self-evaluation
of the board of
directors,
self-evaluation
of board
members, peer
evaluation,
appointment of
external
professional
institutions,
experts or other
appropriate
methods for
performance
evaluation.
measurement items for board performance
evaluation, and should include at least the
following five aspects:
1. The level of participation in the company's
operations.
Second, improve the quality of board
decision-making.
3. The composition and structure of the board of
directors.
4. Selection and continuous training of directors.
5. Internal control.
Directors (self or peers) performance evaluation
measures should include at least the following
six aspects:
1. Master the company's goals and tasks.
2. Cognition of directors' responsibilities.
3. The level of participation in the company's
operations.
4. Internal relationship management and
communication.
5. Professional and continuous education of
directors.
6. Internal control.
The measurement items of the performance
evaluation of the functional committee should
include at least the following five aspects:
1. The level of participation in the company's
operations.
2. Cognition of functional committee
responsibilities.
3. Improve the quality of functional committee
decision-making.
4. Composition of functional committees and
selection of members.
5. Internal control.
The indicators for the performance evaluation of
the board of directors and functional committees
should be based on the company's operations
and needs to determine the content that is
suitable for the company's performance
evaluation, and the remuneration committee
should periodically review and make
recommendations.
The scoring standard is revised and adjusted
according to the company's needs, and it can
also be scored according to the weighting
method of each measurement.
The performance evaluation results of the board of directors and functional committees for the year 2020 were
reported by the board of directors on March 29, 2021. The evaluation results scored 98 to 99 points. The operation
of the board of directors and functional committees of the company should be good.
4. The objectives of strengthening the functions of the board of directors in the current year and the most recent year
(for example, the establishment of an audit committee, the enhancement of information transparency, etc.) and the
assessment of implementation status
The company has set up functional committees such as auditing and remuneration to review relevant proposals in
accordance with its powers and submit them to the board of directors for resolution to improve its supervisory
functions and strengthen management functions. Board members continue to participate in refresher courses related
to corporate governance topics, enrich new knowledge and enhance communication to continuously enhance board
functions.
the company
shall perform
the internal
board
performance
evaluation in
accordance
with the
evaluation
procedures
and
evaluation
indicators of
these
measures
every year.
of the first
quarter of the
following
year.
the overall
board of
directors,
individual
board
members and
functional
committees.
self-evaluation
of the board of
directors,
self-evaluation
of board
members, peer
evaluation,
appointment of
external
professional
institutions,
experts or other
appropriate
methods for
performance
evaluation.
measurement items for board performance
evaluation, and should include at least the
following five aspects:
1. The level of participation in the company's
operations.
Second, improve the quality of board
decision-making.
3. The composition and structure of the board of
directors.
4. Selection and continuous training of directors.
5. Internal control.
Directors (self or peers) performance evaluation
measures should include at least the following
six aspects:
1. Master the company's goals and tasks.
2. Cognition of directors' responsibilities.
3. The level of participation in the company's
operations.
4. Internal relationship management and
communication.
5. Professional and continuous education of
directors.
6. Internal control.
The measurement items of the performance
evaluation of the functional committee should
include at least the following five aspects:
1. The level of participation in the company's
operations.
2. Cognition of functional committee
responsibilities.
3. Improve the quality of functional committee
decision-making.
4. Composition of functional committees and
selection of members.
5. Internal control.
The indicators for the performance evaluation of
the board of directors and functional committees
should be based on the company's operations
and needs to determine the content that is
suitable for the company's performance
evaluation, and the remuneration committee
should periodically review and make
recommendations.
The scoring standard is revised and adjusted
according to the company's needs, and it can
also be scored according to the weighting
method of each measurement.

Note 1: The name of a legal entity shareholder and its representative shall be disclosed.

Note 2: (a) If a director or supervisor being relieved of office before year end, it shall be notified as a remark. The actual rate of attendance shall be calculated according to the meetings held when he/she is at the post.

22

(b) If there is a re-election before year-end, the new directors and supervisors along with the original ones shall be disclosed, and the date of directors and supervisors being elected shall be stated. The actual rate of attendance shall be calculated according to the meetings held when they are at posts.

3.3.2 Audit Committee

The second session of the Audit Committee met for 8 times in 2020 (A), Independent directors are present as follows:

follows:
Title Name Attendance in
Person (B)
By Proxy Attendance
Rate B/A (%)
(Note)
Remarks
Independent
director
Che-Ho Wei 8 0 100.00
Independent
director
Tse-Jen Huang 8 0 100.00
Independent
director
Yao-Ching Hsu 8 0 100.00
Other information required to be disclosed:
1.The operation of the Audit Committee is one of the following circumstances, should specify the date of the board,
period, the contents of the motion, the results of the resolutions of the Audit Committee and the handling of the
opinions of the Audit Committee.
(1) The matters listed in Article 14.5 of the Securities Exchange Act.
(2) Except for the foregoing, other unapproved by the Audit Committee, and more than two-thirds of all directors
agreed to the matter.
The Audit
Committee
The contents of the motion and follow-up
The matters
listed in Article
14.5 of the
Securities
Exchange Act
unapproved by the
Audit Committee,
and more than
two-thirds of all
directors agreed to
the matter
The 14th Audit
Committee of the
2nd Session
109.03.30
1. Report on the results of
self-assessment of internal control in
2019 and discussion of internal control
system declaration.
v
None
2. Report on the implementation of the
budget for the fourth quarter of 2019 and
discussion of the 2008 financial
statements.
v
None
3. Discussion Proposal for the 2019
Consolidated Financial Statements.
v
None
Audit committee resolution result: all members of the audit committee agreed
to pass.
The company's handling of the audit committee's opinions: all the directors
present agreed to.
The 15th Audit
Committee of the
Second Session
109.05.14
1. Report on the Implementation of the
Budget for the First Quarter of 2020 and
Discussion on Consolidated Financial
Statements.
v
None
Audit committee resolution results: All members of the Audit Committee
agreed to adopt.
The Company's handling of the opinions of the Audit Committee:
All attendees agree topass.
The 16th Audit
Committee of the
Second Session
109.08.13
1. Budget Implementation Report and
Consolidated Financial Statement
Discussion Proposal for the Second
Quarter of 2020.
v
None

23

Audit committee resolution results: All members of the Audit Committee
agreed to adopt.
The Company's handling of the opinions of the Audit Committee:
All attendees agree topass.
1. The company's "internal control
The eighteenth
audit committee of
system" and "internal audit
implementation rules" revision
discussionproposal.
v
None
the second session
Audit committee resolution results: All members of the Audit Committee
109.11.13
agreed to adopt.
The Company's handling of the opinions of the Audit Committee:
All attendees agree topass.
1. Discussion Proposal on Appointment
of Accountants and Independence
v
None
The 2nd 20th
Evaluation in 2021.
Audit Committee
Audit committee resolution results: All members of the Audit Committee
109.12.29
agreed to adopt.
The Company's handling of the opinions of the Audit Committee:
All attendees agree topass.
2. If there is any avoidance of motions in conflict of interest by Independent Director, the Independent Directors’
names, contents of motions, causes for avoidance and voting should be specified: None.
3. The communication between the independent director and the internal audit manager and the accountant (should
include the company's financial, business conditions to communicate matters, methods and results):
(1) The company’s internal audit supervisor on February 19, 2020, March 30, 2020, May 14, 2020, August 13, 2020,
and 2020 Reported to the independent directors on the implementation of the internal audit plan and the
implementation of the follow-up report on November 13 and December 29, 2020, and fully communicated the
implementation and effectiveness of the audit business.
(2) The company’s accountants on March 30, 2020, May 14, 2020, August 13, 2020 and November 13, 2020,
communicate with the results of the audit or review of the consolidated financial reports for the fourth quarter of 2019
and the first to third quarters of 2020. The independent directors of the company may at any time request the certified
accountant to report and communicate with the independent directors on the audit results of the financial statements
(including the consolidated financial statements) and other relevant legal requirements.

Note:

*If an independent director resigns before the end of the year, the resignation date should be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of audit committee meetings and the actual number of attendances during his tenure.

  • Before the end of the year, if an independent director is reelected, the new and old independent directors should be filled in, and the remarks column indicates that the independent director is old, new or re-elected and the date of re-election. The actual attendance rate (%) is calculated based on the number of audit committee meetings during his tenure and his actual number of attendance.

Work focus of the audit committee:

The main functions of the audit committee of the company are to assist the board of directors in supervising the company's implementation of relevant accounting, auditing, financial reporting procedures and financial control. The matters reviewed by the Audit Committee of the Company in 2020 mainly include:

  1. Appropriate expression of the company's financial statements.

  2. Appointment and independence assessment of certified accountants.

  3. Effective implementation of the company's internal control.

  4. The company complies with relevant laws and regulations

Review financial reports

The board of directors prepared the company’s 1991 business report, financial statements and surplus distribution proposals, among which the financial statements were checked by Qinye Zhongxin United Certified Public Accountants, and a check report was issued. The above-mentioned business report, financial statement and surplus distribution proposal have been checked by the Audit Committee and found that there is no discrepancy.

24

Assess the effectiveness of the internal control system

The audit committee evaluated the effectiveness of the company's internal control policies and procedures, and believed that the company's risk management and control system was effective, and the company had adopted the necessary control mechanisms to supervise it.

Appoint a visa accountant

In order to ensure the independence of the certified public accountant firm, the audit committee of the company formulated an independence evaluation form in accordance with Article 47 of the Accountant Law and No. 10 of the Public Accountant’s Professional Ethics Bulletin to assess whether the certified public accountant is a mutual related person and has mutual ownership with the company. Items such as business or financial interests. On December 29, 2019, the 20th Audit Committee of the second term and the 22nd meeting of the 11th term of the Board of Directors passed the resolutions of Qinye Zhongxin Certified Public Accountants, CPA Lin Zheng and CPA Cai Meizhen, in compliance with independence Assessment.

25

3.3.3 Corporate Governance Implementation as Required by Taiwan Financial Supervisory Commission

Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Difference to “Corporate
Governance Best Practice
Principles for TWSE/GTSM
Listed Companies”
Y N Summary
1. Formulation of its own corporate governance principles V Sunplus and its subsidiaries Generalplus & Sunplus Innovation for the establishment of a good corporate governance system, participate in the
"Code of Practice for Corporate Governance of Listed OTC", Code of Corporate Governance Practices, and disclosed on the public information
observatory and company website.
The rest of the subsidiaries has not formulated the related principles, however all of our rules and procedures are based on laws and regulations
stipulated byauthorities in charge.
No major Difference
2. Shareholding Structure and Shareholders’ Rights
1) The way handling shareholders’ suggestions or
disputes
2) The Company’s possession of major shareholders list
and the list of ultimate owners of these major
shareholders
3) Risk management mechanism and fire wall between
the Company and its affiliates
4) Disclosure agreement to prohibit that those insiders
may not take advantage of undisclosed information of
which they have learned to engage in insider trading.
V
V
V
V
(1) The company and its subsidiaries, Generalplus Technology and Sunplus Innovation Technology, in addition to appointing professional stock
agencies to handle related businesses, have set up a complete spokesperson system to properly handle shareholder suggestions and
dispute-related matters. Subsidiaries that have not been issued publicly have stock-related specialists to properly handle shareholder
suggestions, doubts and disputes.
(2) The Company and its subsidiaries Generalplus, and Sunplus Innovation through the shares of the agency, master and understand the structure
of major shareholders, and regularly declare the directors and managers of equity changes, to master the ultimate controlling shareholder of the
major shareholders and major shareholders. Other subsidiaries shares regularly view the register of members at the end of each month, to
master the ultimate controlling shareholder of the major shareholders and major shareholders.
(3) 1. The company and Generalplus Technology have established "Investment Monitoring and Management Measures" to implement supervision
of subsidiaries.
2. The company and Sunplus Innovation have established "Measures for Dealing with Related Persons" and "Measures for Dealing with
Certain Companies and Group Enterprises", and Generalplus Technology has set up "Measures for Dealing with Group Enterprises and
Related Persons".
3. The remaining subsidiaries also have various management measures, which have clear regulations on transactions with related companies to
achieve risk control and firewall mechanisms.
1. The company, Generalplus Technology, and Sunplus Innovation Technology have formulated the "Management Procedures for Disclosure
of Internal Significant Information and Prevention of Insider Transactions" and the "Guidelines for Operational Procedures and Behaviors of
Honest Business Operations". Both the company and its subsidiaries have notified the company Insiders strictly follow and prohibit company
insiders from using undisclosed information on the market to buy and sell securities.
2. The company has carried out preventive insider trading promotion and after-school tests for new employees in October, 2020. As of the end
of 2020, a total of 33 person-times prevent insider trading promotion and after-school tests. The company's internal webpage also announces
publicity information in the "Legal Publicity Zone".
3. The company and Generalplus Technology conduct the education and promotion of "Regulations on Preventing Insider Trading" for current
directors and managers at least once a year. The company has conducted relevant education and publicity for current directors and managers
on December 29,2019. The content of the course includes laws and regulations related to insider tradingand legal responsibilities.
No major Difference
No major Difference
No major Difference
No major Difference
3. Composition and Responsibilities of the BOD
1)Boarddiversity policy
2) Other Functional Committees than Audit committee and
Compensation Committee
3)Whether the company has formulated the board
performance evaluation method and its evaluation
method, and conducts performance evaluation
annually and regularly, and reports the results of the
performance evaluation to the board of directors, and
applies it to individual directors ’salary and
nomination renewal.
4) Regular evaluation of external auditors’ independency
V
V
V
V
(1)
A. Article 20 of the Company's Code of Practice on Corporate Governance (the ability of the board of directors as a whole) has clearly defined the
composition of the board of directors. In addition to being a director of a company manager, it is not appropriate to exceed one-third of the
board of directors. Operational, operational and development needs to develop an appropriate diversification approach. The nomination and
selection of the board of directors of the Company follows the requirements of the Articles of Association and adopts the nomination system
for candidates. In addition to assessing the eligibility of each candidate's academic experience, it also complies with the "Director's Election
Method" and the "Code of Corporate Governance" to ensure the directors. Diversity and independence of members.
B. The current board of directors of the company has seven seats:
(1) General directors: He holds a master's degree from the Institute of Electrical Engineering of Tsinghua University, a master's degree from
the Institute of International Enterprise Management of the Taiwan University, a bachelor's degree in accounting from the Cultural University,
and a Ph.D. in economics and taxation from Jinan University.
(2) Independent directors: composed of members such as Dr. Motor of the University of Washington in Seattle, EMBA of the Institute of
Finance and Finance of the Taiwan University of Science and Technology, and Master of Laws of Cornell University.
(3) The company pays attention to the industry experience and professional capabilities of directors. The target ratio of directors with industry
experience is 50%. At least one director specializing in finance, accounting and taxation; and at least one director who is superior to legal
affairs. At present, among the seven directors of the company, four directors with industry experience include Huang Zhoujie, Zhan
Wenxiong, Shu Weiren, and Wei Zhehe, accounting for 57.14%; those with financial accounting and taxation include two directors including
Huang Zeren and Lin Weimin, with 100 seats. %; those with legal affairs include Xu Yaoqing, a director, and the number of seats reaches
100%.
C. The company has 14% of employees with employee status and 43% of independent directors. An independent director has a term of office of
more than nineyears,and the other two independent directors are appointed for a term of five to sixyears. One director is over 70years old,
No major Difference
No major Difference
No major Difference
No major Difference

26

one is 60 to 69 years old, and five are under 60 years old.
The directors of each subsidiary also have different expertise in various fields, and indeed implement the policy of diversity of board
members.
(2) The company, Generalplus Technology and Sunplus Innovation Technology have established salary and remuneration committees and audit
committees in accordance with the law, which are composed of all independent directors. The company, Generalplus Technology and Sunplus
Innovation Technology also have a dedicated unit to promote corporate integrity management, and regularly report implementation status and
results to the directors. In the future, other functional committees will be set up according to the legal environment, company operation and
management needs assessment. Other subsidiaries currently have no salary and compensation committee, audit committee and other functional
committees. In the future, they will be established according to the actual needs of the company.
(3) 1. The company, Generalplus Technology and Sunplus Innovation Technology have successively formulated the "Board Performance
Evaluation Method" in 2020 and 2021. The board of directors, individual directors and functional committees are regularly self-evaluated
every year, and the results of performance evaluations are used as a reference for selecting or nominating directors; and the results of
individual directors’ performance evaluations are used as a reference for determining their individual remuneration.
2. The evaluation results of the company’s board of directors and functional committees for the year 2020 were reported to the board of
directors on March 29, 2021. The evaluation score was 98 to 99. The operation of the company’s board of directors and functional committees
should be good.
3. The remaining subsidiaries have not formulated the "Board Performance Evaluation Method", but they review the functions of the board from
time to time. In the future, the feasibility of formulating the board performance evaluation method will be evaluated based on the legal
environment, company operating conditions and management needs.
(4) The audit committee of the company regularly evaluates the independence of certified public accountants every year. The company’s
assessment of certified public accountants Deloitte United Certified Public Accountants, CPA Lin Zhengzhi and CPA Cai Meizhen, both meet
the company’s independence evaluation standards (Note 2), The audit committee and the board of directors passed a resolution on December
29, 2020. Each subsidiary will assess the independence of the certified accountant at the end of the year, and the board of directors will decide
on the appointment of the certified accountant.
4. Whether the listed OTC company is equipped with
qualified and appropriate number of corporate
governance personnel, and designated corporate
governance directors, responsible for corporate
governance related matters (including but not limited to
providing directors and supervisors with the necessary
information to perform business, assisting directors and
supervisors to comply with laws and (According to the
law, handle matters related to the meetings of the board
of directors and shareholders 'meetings, produce the
minutes of the board of directors and shareholders'
meetings, etc.)?
V 1. The board of directors of the company passed a resolution on March 29, 2021 to appoint the chairman of the board of directors as the head of
corporate governance. The board of directors of Generalplus Technology approved the appointment of the senior director of the administrative
management center on February 26, 2021. As the head of corporate governance, the financial department of Sunplus Innovation Technology is
responsible for corporate governance related matters.
2. The main responsibilities of the company’s corporate governance officer include handling matters related to the board of directors and
shareholders meeting in accordance with the law, and assisting the company in complying with the relevant laws and regulations of the board of
directors and shareholders meeting, providing directors with the information needed to perform their business, and the latest legal development
related to operating the company To assist directors in complying with the law.
3. Key points of the company's business execution in 2020:
(1) Consolidate the meeting agenda for the board of directors and committees, specify the convening matters and send a convening notice to the
directors or members seven days before the meeting, and provide sufficient meeting materials so that the participants can accurately understand the
relevant information about the proposals; When the director or committee member himself or the legal person represented by him has an interest, he
also reminds him to avoid interest.
(2) Responsible for the minutes of the board of directors and shareholders' meetings on the day of the board of directors and shareholders' meetings,
and publish important information or announcements of important resolutions after the meeting to ensure the legality and accuracy of the disclosed
information to ensure the equivalence of investor transaction information.
(3) Handle the change registration of the company's various operations.
(4) Evaluate the purchase of "Directors' and Managers' Liability Insurance" with a suitable amount of insurance, complete the insurance matters, and
report the contents of the insurance to the board of directors. (5) Provide directors with relevant training information from time to time, reminding
them to study and complete relevant declarations in accordance with the stipulated hours of the "Main Points for Implementation of Training for
Directors and Supervisors of Listed OTC Companies".
(6) From time to time, provide board members with information on new issued or revised laws and regulations related to directors’ business
execution, corporate governance or business operations.
(7) Review the compliance status of the corporate governance evaluation indicators one by one every year, and propose improvement plans and
corresponding measures for indicators that have not scored.
(8) Provide operating information such as company business or finance according to directors' needs, and maintain smooth communication and
exchanges between directors and business executives.
4. Please note 3 for details of the training situation of the company's corporate governance supervisor.
No major Difference
5. Communication channel with Stakeholders (Including but
not limited to shareholders, employees, customers and
suppliers)
V 1. The company and its subsidiaries maintain good relationships with banks, suppliers, and other interested parties of the company, uphold the
principle of good faith, provide adequate business information, and properly safeguard their legitimate rights and interests.
2. The company’s stakeholders are concerned about topics, communication methods, and implementation status. Note 4 in detail.
3. The company,Generalplus Technologyand Sunplus Innovation Technologyhave set upa special area for stakeholders on the companywebsite,
No major Difference

27

set up different corresponding windows for different stakeholders, and set up a complete system and response mechanism to ensure that stakeholders
are concerned Appropriate response to the issue. The company has reported to the board of directors on the situation of communication with various
stakeholders in 2020 on December 29, 2020.
4. The remaining subsidiaries also provide detailed contact information on the company's website. If necessary, interested parties can contact them by
telephone,letter,fax,and e-mail at anytime.
6. Engaging professional shareholder services agent to
handle shareholders meetingmatters
V Sunplus, Generalplus, Sunplus Innovation Technology : China Trust Commercial Bank Corporate Trust Operation and service Department
Sunext: SinoPac Securities Corporate Trust Operation and service Department
No major Difference
7. Information Disclosure
1) Establishment of corporate website to disclose
information regarding the Company’s financials,
business, and corporate governance status
2) Other information disclosure channels (ex. English
website, appointing responsible people to handle
information collection and disclosure, appointing
spokesman, webcasting investors conference)
3) Whether the company announces and declares the
annual financial report within two months after the
end of the fiscal year, and announces and declares the
first, second, and third quarter financial reports and
the monthly operating situation within the prescribed
period.
V
V
V (1) The company, Generalplus Technology and Sunplus Innovation Technology have set up Chinese and English websites to set up special areas to
disclose financial business and corporate governance information.
(2) Sunplus and its subsidiaries have established English website.
Sunplus, Generalplus, and Sunplus Innovation Technology have assigned spokesperson, acting spokesperson and designated specialists to
disclose and collect the company’s information.
Other subsidiaries are responsible for the collection and disclosure of company information, there is currently no speaker yet.
(3) Generalplus Technology announced and filed its annual financial report within two months after the end of the fiscal year. Although the
company did not announce and file the annual financial report within two months after the end of the fiscal year, it still announced and filed the
annual financial report before the deadline prescribed by laws and regulations. Financial reports and financial reports for the first, second and
third quarters and operating conditions in each month.
No major Difference
No major Difference
8. Other important information to facilitate better
understanding of the Company’s corporate governance
(such as human rights, employee rights, employee
wellness, community participation, social contribution,
community service, investor relations, supplier
relations, shareholders’ rights, customer relations, the
implementation of risk management policies and risk
evaluation measures, the implementation of
consumers/customers protection policies, and
purchasing insurance for directors and supervisors. ):
V (1) Employee rights: Sunplus and its subsidiaries have made and followed the internal management procedures regarding employee rights under the
regulations of the Labor Standards Act and Gender Equality in Employment Act.
(2) Employee wellness: Sunplus and its subsidiaries have made and followed the internal management procedures regarding employee wellness.
(3) Investor relations: Sunplus and its subsidiaries have set a investor relations professionals to communicate with investors and disclose the
operations and financials.
(4) Supplier relations: Sunplus and its subsidiaries have good relationship with suppliers and manage the supply chains efficiently.
(5) Stakeholders: Sunplus and its subsidiaries respect all stakeholders and have established the channels to communicate with stakeholders.
(6) Directors and supervisors' training: The company and its subsidiaries encourage directors and supervisors to participate in continuing education
courses. The company announces the status of directors' training at the public information observatory.
(7) Implementation of risk management policies and risk evaluation measures: Internal rules and procedures are based on laws and regulations
stipulated by authorities in charge
(8) Customer: Sunplus and its subsidiaries provide best service to Customers based on internal rules and procedures
(9) Sunplus, Generalplus and Sunplus Innovation Technology have taken liability insurance for directors and supervisors with respect to liabilities
resultingfrom exercisingtheir duties in Sunplus and subsidiaries.
No major Difference
9. Please review the results of the corporate governance evaluation issued by the Corporate Governance Center of the Taiwan Stock Exchange Co., Ltd. in recent years, and to give priority to matters and measures that have not
yet been improved:
The improvement of 2020 years is as follows:
(1) The company has fully disclosed in the annual report the reasons for discussion and resolution of the Salary and Compensation Committee, as well as the company's handling of members' opinions. The part that has not yet
been improved will be actively studied and improved.
The otherpart has not been improved,and will be activelystudied for improvement.
Note 1: Whether or not "yes" or "no" is checked, it should be stated in the summary description field.

28

Note 2: The evaluation criteria for the independence of the Company's accountants are as follows:

Sunplus Technology Accountant Independence Assessment Criteria

Evaluation items Evaluation
result
Whether it is
independent
1.Whether the accountant has a direct or significant indirect financial interest
relationship with the Company
No Yes
2.Whether the accountant has a financing or guaranteeing action with the
Company or the directors of the Company
No Yes
3.Whether the accountant has a close business relationship or potential
employment relationship with the Company
No Yes
4.Whether the accountants and their members of the audit team are currently
directors or managers in the current or the last two years or have a significant
impact on the audit work

No
Yes
5.Whether the accountant has provided non-audit services to the Company
that may directly affect the audit
No Yes
6.Whether the accountant has any stock or other securities issued by the
Company
No Yes
7.In addition to the business permitted by law, does the accountant represent
the defense of legal cases or other disputes between the company and a
third party?
No Yes
8.Whether the accountant has a kinship with the directors, managers or
persons who have a significant impact on the audit
No Yes

Note 3: Corporate Governance Executive Training Situation:

Name/Title Date Organizer Course Title Time
Chen Meijuan Chairman's
Office Manager/Head of
Corporate Governance
110.05.07 aiwan Stock Exchange
Company limited by shares
2021 Annual Promotion
Conference on Preventing
Insider Trading
3 hours

29

Note4: Stakeholders of the company are concerned about issues, communication methods and implementation status:

boundary Stakeholder Concerns Communication route Communication frequen Contact window 2020 implementation status
internal Staff Salary, benefits, education,
occupational health and safety
Staff communication meeting Once every six months Spokesperson Wayne Shen, Deputy
General Manager
[email protected]
Affected by the epidemic, it will be held once
this year
Employee welfare committee Irregular Spokesperson Wayne Shen, Deputy
General Manager
[email protected]
Announcement related information in the
Welfare Committee forum of the internal life
exchanges22or more
Labor Retirement Reserves Supervision
Committee

Once per season
Spokesperson Wayne Shen, Deputy
General Manager
[email protected]
Hold 5 meetings and have meeting minutes
for inquiries
Internal promotion Irregular Spokesperson Wayne Shen, Deputy
General Manager
[email protected]
E-mail, posters, announcements, etc. from
time to time
Employee performance interview 2 times a year Spokesperson Wayne Shen, Deputy
General Manager
[email protected]
Conduct an employee performance interview
at the middle of the year and at the end of the
year, prepare a performance and future
development analysis table for reference, and
the achievementrateismore than90%
Labor-management meeting Once per season Spokesperson Wayne Shen, Deputy
General Manager
[email protected]
Convene 4 meetings, and have meeting
minutes for inquiries
Occupational Safety and Health Committee Once per season Spokesperson Wayne Shen, Deputy
General Manager
shamir.chang@ sunplus.com
Convene 4 meetings, and have meeting
minutes for inquiries
external client Customer appeal Customer complaints Cases based on customer complaints Spokesperson Wayne Shen, Deputy
General Manager
[email protected]
A total of 26 cases in 2020 were successfully
closed
Customer satisfaction customer satisfaction survey 2 times a year Spokesperson Wayne Shen, Deputy
General Manager
[email protected]
In the two surveys at the beginning of the year
and the middle of the year, customer
satisfaction scores were 8.98/9.36 points (out
of 10 points), and related issues were dealt
withand closed
Product quality and hazardous
substance requirements
mail Irregular Spokesperson Wayne Shen, Deputy
General Manager
[email protected]
Quality
and
hazardous
substance
requirements,
a
total
of
47
external
documents and specifications, all of which are
properlyhandled
Agent Bad quarters inventory Bad quarters inventory Quarterly Spokesperson Wayne Shen, Deputy
General Manager
[email protected]
Q1/Q2/Q3 completed in 2020 and Q4 in
progress in 2020
Outsourcing
factory
Green product requirements GPM system Update of reporting period, new product
release, new specification requirements


Spokesperson Wayne Shen, Deputy
General Manager
[email protected]
A total of 220 reports were updated in 2020
Supplier management approach Quality/environmental
assessment
of
existing outsourcing factories

Held once a year
Spokesperson Wayne Shen, Deputy
General Manager
[email protected]
Existing
outsourcing
factory
quality/environmental
safety
and
health
assessment, a totalof9 sessions
Tenant Relevant environmental protection
and safety regulations

Meeting, E-mail
Irregular Spokesperson Wayne Shen, Deputy
General Manager
shamir.chang@ sunplus.com
1. In response to the COVID-19 epidemic,
nearly 200 E-MAIL transactions
2. More than 10 coordination meetings after
constructionandmove-in
Government
agencies
Statute compliance Official document round trip, meeting, E-mail Irregular Spokesperson Wayne Shen, Deputy
General Manager
shamir.chang@ sunplus.com
1. Participate in discussions and forums held
by the competent authority
2. Cooperate with the competent authority for
supervision and inspection
3. Establish a contact window and maintain
goodinteraction withthe competent authority
Shareholders and
investors

Operational performance, Risk
Management,Corporate
Company annual report, financial report Once a year
Onceper season
Spokesperson Wayne Shen, Deputy
General Manager
1. Uploaded the 108 Annual Report on the
Public Information Observatoryon May26,

30

boundary boundary boundary Stakeholder Stakeholder Concerns
Communication route
Communication frequen Communication frequen Communication frequen Communication frequen Contact window
2020 implementation status
Contact window
2020 implementation status
Contact window
2020 implementation status
Contact window
2020 implementation status
Contact window
2020 implementation status
Contact window
2020 implementation status
Contact window
2020 implementation status
Governance, Shareholder [email protected] 2020
participation 2. 2020 quarterly upload financial reports
Legal person briefing meeting, shareholder
meeting

once a year
Spokesperson Wayne
General Manager
[email protected]
Shen, Deputy
1. The corporate briefing meeting was held on
August 20, 2020 2. The regular shareholders
meetingwasheld onJune12,2020
The official website sets up a special area for Spokesperson Wayne Shen, Deputy
A
special
area
for

corporate
social
corporate
social
responsibility

and

at any
time General Manager responsibility and stakeholders has been
stakeholders [email protected] established onthe official website
Set up a contact window for stock affairs and
investor relations for two-way communicationat any
time Spokesperson Wayne
General Manager
[email protected]
Shen, Deputy
The contact window for stock affairs and
investor
relations
provides
external
communication channels
**3.3.4 ** Disclosure of Operations of the Company’s Compensation Committee:
1.Qualifications and Independence Analysis
Numbers of other public companies Remark
With over 5 years of working experience and one of the following professional requirements Independent Status (Note 2) concurrently serving on compensation
committee
Status(Not Name An instructor of higher position in a A judge, public prosecutor, attorney, certified public With an experience in commerce, 1 2 3 4 5
6
7
8
9 10
e 1) department of commerce, law, finance, accountant, or other professional or technical specialist who law, finance, accounting or other
accounting, or other departments related to the has passed a national examination and been awarded a specialties necessary to the
Company’s business in a public or private certificate in a profession necessary for the Company’s Company’s business
college or university business
Independent Che-Ho Wei


1
Director
Independent
Director
Tse-Jen
Huang



2
Independent
Director
Yao-Ching
Hsu



0

Note 1: The Status is identified by director, independent director and other.

Note 2: “  ” indicates the directors and supervisors meeting any of the following criteria during the term of office and two years before being elected.

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

  • (2) Directors and supervisors of non-company or related companies (but if the company and its parent company, subsidiary or subsidiary of the same parent company are independent directors established by this law or local state laws and regulations, they are not limited to this). (3) Not the shareholder (with its relatives or under others’ names) who holds more than 1% shareholding of the total issued shares or ranked as the Top 10 shareholders.

  • (4) Not a manager listed in (1) or a spouse, relative within the second parent, or direct blood relative within the third parent, etc.

  • (5) Directors, supervisors or directors of corporate shareholders who do not directly hold more than 5% of the company's total issued shares, hold the top five shares, or appoint representatives to act as company directors or supervisors in accordance with Article 27, paragraph 1 or 2, of the Company Law Employee (but if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited to this).

  • (6) More than half of the shares that are not on the board of directors of the company or have voting rights are the directors, supervisors or employees of other companies controlled by the same person (but if it is the company or its parent company, subsidiary or subsidiary of the same parent company according to this (The independent directors established by the law or local national laws and regulations are mutually concurrent, not limited to this).

  • (7) Directors (directors), supervisors (supervisors) or employees of other companies or institutions that are not the same person or spouse with the company's chairman, general manager or equivalent, but if the company and its parent company, subsidiary Or independent directors set up by subsidiaries of the same parent company in accordance with this law or local national laws shall not be limited to this).

  • (8) Directors (directors), supervisors (supervisors), managers or shareholders holding more than 5% of a particular company or institution that does not have financial or business dealings with the company The above does not exceed 50%, and the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations concurrently serve each other.

  • (9) Professionals, sole proprietorships, partnerships, companies or institutions that do not provide audits for companies or related companies or business, legal, financial, accounting and other related services that do not exceed NT $ 500,000 in cumulative compensation in the past two years Business owners, partners, directors (directors), supervisors (supervisors), managers and their spouses. However, members of the Salary and Compensation Committee, Public Acquisition Review Committee, or M & A Special Committee that perform their duties in accordance with the relevant laws and regulations of the Securities Exchange Act or the Corporate M & A Act are not limited to this.

  • (10) There is not one of the circumstances in Article 30 of the Company Law.

31

2. Operation

  1. BOD appointed three independent director to be members of compensation committee.

  2. The term of office is 3 years from June 11th 2018. The fourth salary remuneration committee of the 2020th meeting meets four times(A), membership qualifications and attendance are as follows:

Title Name Attendance in Person(B) By Proxy Attendance Rate(B/A) (%) (Note) Remarks
Convener Che-Ho Weii 4 0 100
Member Tse-Jen Huang 4 0 100
Member Yao-Ching Hsu 4 0 100
Other information required to be disclosed:
1. The BOD has adopted the proposal by compensation committee without dissent
2. Theparticipated members have approved the resolutions bycompensation committee. without dissent

Note 3: (a) If the member being relieved of office before year end, it shall be notified as a remark. The actual rate of attendance shall be calculated according to the meetings held when he/she is at the post. (b) If there is a re-appointment before year-end, the new member along with the original ones shall be disclosed, and the date of member being appointed shall be stated. The actual rate of attendance shall be calculated according to the meetings held when he/she is at the post.

  1. Review salary and remuneration regularly The function of the company’s salary and remuneration committee is to evaluate the company’s directors and managers’ salary and remuneration policies and systems with a professional and objective status. It meets at least three times a year and may hold meetings at any time as needed to make recommendations to the board of directors. For their decision-making reference

(1). The powers of the company's salary and remuneration committee

(A) Review this regulation regularly and propose amendments.

(B) Formulate and regularly review the policies, systems, standards and structures of the performance and remuneration of the company's directors and managers.

(C) Regularly evaluate the performance of the company's directors and managers, and determine the content and amount of their remuneration.

(2). When the Salary and Compensation Committee performs its functions and powers, it shall be based on the following standards Ensure that the company's salary and remuneration arrangements comply with relevant laws and regulations and are sufficient to attract outstanding talents.

(A) The performance evaluation and salary remuneration of directors and managers should refer to the usual level of payment in the industry, and consider the time invested by the individual, the responsibilities of the individual, the achievement of the profit center goal, the performance of other positions, and the company's recent years. The salary and remuneration of the position holder, including the company's short-term and long-term business goals, the company's financial status, etc., assess the rationality of the relationship between personal performance and company operating performance and future risks.

(B) Directors and managers should not be guided to engage in behaviors that exceed the company's risk appetite in pursuit of remuneration.

(C) The ratio of dividends to directors and senior managers' short-term performance and the timing of partial variable salary payments should be determined taking into account the characteristics of the industry and the nature of the company's business.

(D) The members of this committee shall not participate in discussion and voting on their personal salary and remuneration decisions.

  1. The content of the proposals and resolutions of the Salary and Compensation Committee in 2009, and the company's handling of the opinions of the Salary Committee :
Compensation Committee Proposal content and follow-up processing Resolution result Company's Compensation Committee Handling of opinions
The sixth time of the fourth 1. The company's "Board of Directors Performance
Evaluation Measures" drafted a discussion proposal.
2. The company's 2019 employee remuneration and
directors' remuneration distribution situation discussion
proposal
All members agreed to pass All the directors present at the board of directors agreed to pass
The seventh of the fourth The company's 2008 employee remuneration and
directors' remuneration distribution adjustment discussion
proposal.
All members agreed to pass All the directors present at the board of directors agreed to pass
The eighth time of the fourth Discussion on company-wide salary adjustment and
manager salary adjustment in 20220
All members agreed to pass All the directors present at the board of directors agreed to pass
The ninth time of the fourth The company formulated the "Performance Management
Measures"
and
the
"Directors
and
Managers'
Compensation Management Measures" and revised the
"Board
Performance
Evaluation
Measures"
and
"Remuneration
Committee
Organization
Rules"
Discussion Proposal
All members agreed to pass All the directors present at the board of directors agreed to pass
  1. There are 3 members of the company's compensation committee

32

  1. The term of office of the current members: from June 11, 2018 to June 10, 2021, the 4th Salary and Compensation Committee of the year 2019 met 4 times (A). The qualifications and attendance of the members are as follows:
Job title Name Actual attendance (B) Number of delegates
attended
Actual attendance rate
(%) (B/A) (Note)
Remarks
Convener Che-Ho Weii 4 0 100
Member Tse-Jen Huang 4 0 100
Member Yao-Ching Hsu 4 0 100
Other matters to be recorded:
3. If the board of directors does not adopt or amend the recommendations of the Salary and Compensation Committee, it shall state the date
of the board of directors, the date, the content of the proposal, the results of the resolutions of the board of directors, and the company's
handling of the opinions of the Salary and Compensation Committee. The differences and reasons should be stated): The board of
directors
adopted and did not revise the recommendations of the Salary and Compensation Committee.
4. The resolutions of the Salary and Compensation Committee. If members have objections or reservations and have records or written
statements, the Salary and Compensation Committee should state the date, period, proposal content, opinions of all members and the
handling of the opinions of the members: Compensation Committee All members agree to the resolutions of the Remuneration Committee
without any objections or reservations.

Note:

  • (1) If a member of the Compensation and Compensation Committee resigns before the end of the year, the date of resignation should be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Compensation and Compensation Committee during their employment and their actual attendance.

  • (2) Before the end of the year, if the salary committee is re-elected, the new and old salary committee members should be listed, and the remarks column should indicate whether the member is old, new or re-elected and the date of reelection. The actual attendance rate (%) is calculated based on the number of meetings of the Salary and Compensation Committee during their employment and their actual attendance.

3.3.5 Social Responsibilities Implementation Status (such as environment protection, community participation, contribution to community, social service, charity, consumer rights, human rights and other social responsibilities):

Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “Corporate Social Responsibility Best
Practice Principles for TWSE/GTSM Listed Companies”
and reasons
Y N Summary (Note 2)
1. Does the company conduct risk assessments on
environmental, social and corporate governance issues
related to the company's operations and formulate relevant
risk management policies or strategies based on the principle
of materiality?(Note 3).
V The company and its subsidiaries conduct risk assessments on environmental, social and corporate governance issues related to
operations through the operation of various management systems. The company’s latest risk assessment date was the
completion of the annual risk assessment meeting on September 7, 2020.
No major Difference
2.
Does the company set up a full-time (part-time) unit that
promotes corporate social responsibility, and the board of
directors authorizes the senior management to handle it, and
reports the handling situation to the board of directors.
V In order to improve the management of corporate social responsibility, the chief executive designates the director of the
administrative department as the convener of the corporate social responsibility inter-departmental team, responsible for
studying sustainable development trends, understanding the needs of stakeholders, and raising the company’s risks on related
issues With opportunities, and with the functional committees to plan application strategies and implementation plans. Report to
the board of directors regularly every year. The company's latest report to the board of directors was on December 29, 2020.
Although all subsidiaries have not set upspecial(part-time) positions topromote social responsibility.
No major Difference
3. Environmental issues
(1) Whether the company establishes an appropriate
environmental management system according to its
industrial characteristics.
(2) Whether the company is committed to improving the
utilization efficiency of various resources and using recycled
materials with low impact on environmental load.
(3) Whether the company assesses the potential risks and
opportunities of climate change to the company now and in
the future,and adopts measures to deal with climate-related
V (1) The company and its subsidiaries attach great importance to environmental management. At present, the company has
passed the ISO14001 environmental management system certification, and the system operation and management are
implemented by the chief auditors of the management systems with a standard that is superior to that of the management
system. The company has dedicated environmental protection personnel to manage statutory environmental management
work; subsidiaries are exempted from appointing environmental protection personnel according to law, but there are still
dedicated personnel to promote related environmental management.
(2) The company and its subsidiaries have announced paperless operations and the use of power-saving lamps and
water-saving appliances, and at the same time implementing the policy of turning off lights and saving water. And
through the optimization of factory facilities operating system and actively promote various waste reduction activities,
increase the operational efficiency of the factory affairs system and reduce the impact on the environment; the company
and its subsidiaries comply with relevant environmental protection laws, actively respond to resource recovery and
classification, and promote Use various recycled materials and packaging materials for reuse to reduce the impact on the
environment.
(3) The IC design industry is located in the upstream of the semiconductor industry. The company and its subsidiaries have no
relevant manufacturing procedures. If the substantial risks caused by climate change should be caused only by the
increase in electricityand water demand for air conditioningand office lightingIncreased costs,but through the
No major Difference
No major Difference
No major Difference

33

issues.
(4) Does the company count greenhouse gas emissions,
water consumption and total weight of waste in the past two
years, and formulate policies for energy conservation and
carbon reduction, greenhouse gas reduction, water and other
waste management.
optimization of factory facilities and operating systems to reduce energy consumption and environmental impact; the
company and its subsidiaries continue to promote semiconductor high-end process technology and practice Moore's Law
in order to save chip The consumption of energy, in turn, drives the use of electrical energy in downstream consumer
electronics terminal products. In product design, provide more energy-saving solutions to increase product adoption.
(4) 1. In accordance with the ISO14064 standard, the company uses the 100th year of the Republic of China as the base year
for the inventory to conduct self-inspection of greenhouse gas emissions every year. In 2009, the greenhouse gas
emissions were 4,056.33 tons/CO2 equivalent compared to 4,471.34 tons in 2008. The carbon dioxide equivalent was
reduced by approximately 9.28%, exceeding the set reduction target of 2%; the total weight of water, electricity, and
industrial waste has also been counted, evaluated and analyzed to comply with the company’s environmental, safety and
health management policy "control risk" , Disaster prevention" and "energy saving and waste reduction, sustainable
environment". 2. Other subsidiaries also set the company's long-term improvement goal to reduce the company's overall
carbon emissions in order to implement environmental protection commitments, hoping to achieve a year-on-year
reduction in greenhouse gas emissions, and are committed to saving energy, recycling waste, and complying with
environmentalprotection regulations Andpromisepollutionprevention and continuous improvement.
No major Difference
4. Social issues
(1) Has the company formulated relevant management
policies and procedures in accordance with relevant
regulations and international human rights conventions?
(2) Whether the company has formulated and implemented
reasonable employee welfare measures (including salary,
vacation and other benefits), and appropriately reflected the
operating performance or results in employee compensation.
(3) Whether the company provides a safe and healthy
working environment for employees, and regularly
implement safety and health education for employees.
(4) Whether the company has established an effective career
development training program for employees.
(5) Whether the company complies with relevant
regulations and international standards on customer health
and safety, customer privacy, marketing and labeling of
products and services, and formulates relevant consumer
protection policies and appeal procedures.
(6) Whether the company has formulated supplier
management policies, requiring suppliers to follow relevant
regulations on environmental protection, occupational
safety and health or labor human rights, and their
implementation.
V
V
V
V
V
V
(1) The company and its subsidiaries abide by labor-related laws and regulations, and formulate relevant work rules to protect
the rights and interests of employees preferentially, and provide information to enable employees to understand their rights and
interests. The various management policies and procedures are summarized as follows: 1. Human Rights Policy: In order to
fulfill corporate social responsibility and protect the basic human rights of all colleagues, customers and stakeholders, the
company strives to comply with and abide by the relevant provisions of various international human rights conventions, and
follow the "United Nations Universal Declaration of Human Rights" and "United Nations Guiding Principles on Business and
Human Rights" , "United Nations Global Covenant" and "United Nations International Labor Organization" and other
international human rights conventions and labor standards related labor laws, respect internationally recognized basic human
rights, including freedom of association, care for vulnerable groups, prohibition of child labor, elimination of forced labor in
various situations, and elimination Discrimination in employment and employment, protection of the legitimate rights and
interests of employees, and formulation of relevant management policies and procedures in accordance with the law. 2. Human
rights risk mitigation measures: In order to mitigate human rights risks, the company is committed to the improvement of
various working environments and working conditions. 3. Relevant education and training: Arrange relevant laws and
regulations publicity courses during working hours, and increase the efficiency of course absorption through the recording and
design of e-leaning online courses, so as to enhance employees' understanding of relevant laws and information. Please refer to
Note 4 for detailed human rights concerns and corresponding practices.
(2) The company's compensation and benefits are positioned to be better than the market average, to provide competitive salary
and compensation to attract talents, and to encourage existing employees and stabilize excellent talents.
The company and its subsidiaries provide a leave-giving system that is superior to the law, such as special days off the law, 10
days of paid sick leave per year, and 19 national holidays and anniversaries.
In accordance with the "Organization Guidelines for Employee Welfare Committees" promulgated by the Ministry of Labor,
the Company invites various departments to appoint members to form Employee Welfare Committees to coordinate the
company's welfare committee funds and promote various welfare measures. The provision ratio has always been 0.15% of
revenue (the highest statutory ratio), so that the Fu Committee can plan more diverse and interesting welfare projects.
The overall rewards paid by the company and its subsidiaries each year will be determined based on the company's overall
operating goals, annual profitability, and employee performance and investment levels. Before July of each year, the company
will measure the overall salary level of the same industry in the market and the employees' personal performance, future
development and other relevant principles, and appropriately adjust the salary for colleagues.
Annual employee compensation must be approved by the board of directors and reported at the shareholders ’meeting, and
disclosed in the company ’s annual report.
(3) The company and its subsidiaries provide facilities and environments that are superior to occupational safety and health laws
and regulations. Set up dedicated organizations and personnel in accordance with the law to implement environmental safety
and health management related matters, and passed the ISO14001 environmental management system, ISO45001, TOSHMS
occupational safety and health management system and the Ministry of Labor's Occupational Safety and Health Administration
health workplace certification. Relevant machinery and equipment in the workplace are subject to regular automatic inspections
in accordance with the law, and labor working environment monitoring is implemented every six months (April and October
each year) to ensure the safety of employees, the environment and equipment, and provide regular health inspections that are
better than those prescribed by laws and regulations. Provide a good environment for employee career development, and
provide a variety of education training and training programs.
(4) The human resources department of the company and its subsidiaries has a complete training plan for the development of
colleagues ’careers, so as to ensure that colleagues can perform their duties in existing positions and learn the necessary skills
for promotion.
(5)The marketingand labelingofproducts and services bythe companyand its subsidiaries follow the local regulations and
No major Difference
No major Difference
No major Difference
No major Difference
No major Difference
No major Difference

34

international standards of the company's customers and suppliers.
(6) The company and its subsidiaries have long been aware of the environmental and social responsibility of the supply chain,
and the requirements for suppliers are not limited to performance and quality. Colleagues in relevant departments regularly
audit and liaise with suppliers to ensure that suppliers' environmental protection, occupational safety and health or labor human
rights and other issues comply with relevant standards and maintain their due standards. If the supplier does not meet the
regulations, it needs to improve and meet the standard within the specified time. If it cannot be improved, it will find other
suppliers who can meet the expectations of the ethical and environmental standards of the company and its subsidiaries.
In 2020, the company conducted nine assessments on environmental protection, occupational safety and health, or labor human
rights of suppliers and outsourcingfactories,all of which met the standards.
5. Does the company make reference to internationally-used
report preparation standards or guidelines to prepare
corporate social responsibility reports and other reports that
disclose the company's non-financial information? Whether
the pre-report report obtained the confidence or assurance
opinion of the third-party verification unit.
V The company compiles and publishes the "Corporate Social Responsibility Report" in accordance with the Global Reporting
Initiative 2017 new version of the GRI Standards (GRI Sustainability Reporting Standards, GRI Standards) to disclose to
stakeholders the operating performance outside of finance, including corporate governance, green processes With
environmentally friendly management measures, employee occupational safety software and hardware equipment updates,
employee education and training, welfare policies and social welfare implementation results, it demonstrates the corporate
vision and mission of sustainable operation. The publication media is the official website and the Taiwan Stock Exchange Open
Information Observatory, where both shareholders and stakeholders can conveniently and quickly obtain transparent
non-financial performance information. The previous report has not obtained the confidence or assurance opinions of the
third-party verification unit.
Although each subsidiary has not prepared a corporate social responsibility report, it has spared no effort in environmental
protection and related social responsibilityactivities in the company's senior managementpolicies.
No major Difference
6. If the company has its own corporate social responsibility code based on the "Code of Practice for Corporate Social Responsibility of Listed Companies", please state the difference between its operation and the established code:
The company has formulated the "Corporate Social Responsibility Code", which has internal regulations governing related issues such as sustainable management, environmental protection, employee rights, social welfare and related information disclosure.
Each subsidiary has not clearly formulated a corporate social responsibility policy, but related issues such as sustainable management, environmental protection, employee rights, social welfare, and related information disclosure are all regulated by internal systems.
In order to fulfill corporate social responsibilities, the company and its subsidiaries will make occasional contributions to environmental protection, social contribution, social services, social welfare, consumer rights, human rights, safety and health and other social
responsibilityactivities.
7. Other important information to facilitate better understanding of the Company’s corporate social responsibility practices
(1) Sunplus and the subsidiaries for the professional IC design company, IC research and development and design based, department of non-polluting industries, there is no environmental pollution situation.
(2) Sunplus and its subsidiaries are actively involved in relevant activities related to social welfare from time to time.
(3) Based on the concept of professional services, the Company and its subsidiaries have formulated the relevant guidelines for the implementation of the relevant customers, in order to seek the fastest solution to customer questions.
(4) The company and its subsidiaries manage the company’s employees in accordance with the "Labor Standards Law" and relevant labor laws and regulations and other labor-related laws and regulations, and special personnel handle the employees’ work matters to
protect their basic rights and interests.
(5) The company and its subsidiaries handle safety and health work in accordance with relevant laws and regulations on occupational safety and health to protect the health and safety of workers.
(6)The companyimplements workplace and worker health and safetycare through ISO45001 international occupational safetyand health management system and TOSHMS Taiwan occupational safetyand health management system.

Note 1: If the operation is checked "Yes", please explain the important policies, strategies, measures and implementations adopted; if the operation is checked "No", please explain the reasons and explain the plan for the future adoption of relevant policies, strategies and measures painting. Note 2: The company has prepared corporate social responsibility report, the abstract statement can be used to indicate the way in which the corporate social responsibility report is reviewed and the index page is replaced. Note 3: The principle of materiality refers to those who have a significant influence on the company's investors and other stakeholders in relation to environmental, social and corporate governance issues. Note 4: In order to abide by the spirit of the international human rights conventions, and formulate and implement various human rights protection policies based on the content, Sunplus Technology implements the human rights protection policies based on the content of the [International Covenant on Civil and Political Rights] and the [International Covenant on Economic, Social and Cultural Rights]. , The company pays special attention to the following human rights issues, and the implementation practices are organized as follows:

Human rights concerns Sunplus's corresponding human rights practices
Ensure equal job opportunities 1. No discrimination based on personal gender, race, socioeconomic status, age, marriage, family status, language, religion, party, nationality, appearance, facial features,
pregnancy, physical and mental disabilities, etc.
2. Ensure that the employment policy is non-discriminatory, and implement the fairness of employment, salary system, employee training, evaluation and promotion
opportunities.
Child labor is strictly prohibited 1. The company prohibits the employment of children and teenagers under the age of 18, so that children under 15 years of age, child labor over 15 years of age and under
16, and teenagers over 16 years of age and under 18 years of age can fully protect their right to school .
2. The company actively participates in public welfare and donations to relevant social welfare organizations, such as cooperation with family support centers and
donations ofpublic welfare funds,so that education rights and resource opportunities are morepopular and equal
Freedom of assemblyand association of employees Provide diversified club activities and encourage employees to actively participate
Complaint channels and mechanisms Provide effective complaint channels and handlingmechanisms to avoid discrimination and harassment in the work environment
Establish a healthyand safe workplace environment To provide employees with a healthy and safe workplace environment, the company continues to improve the working environment to reduce the risk of occupational
disasters andprotect the health of employees.

35

Human rights concerns Sunplus's corresponding human rights practices Provide employees with physical and mental health Work 1. Provide diversified activities (such as sports courses, art lectures, and employee travel, etc.) to enrich the work-life balance of colleagues. environment balanced with work 2. Establish good health care measures (medical room, visually impaired massage, health check, etc.) to protect the health of employees. Meet the basic salary Provide wages that are superior to the law.

3.3.6 Implementation of Ethical Corporate Management

Sunplus discloses financial reports according to the regulations of the government.

In order to enhance transparency and protect shareholders’ rights and interests, Sunplus announces financial results and business information on TSE and Sunplus’ websites regularly.

The situation and reasons for the implementation of integrity management and the difference with the listed company's code of integrity management

Item Implementation Status (Note 1) Implementation Status (Note 1) Implementation Status (Note 1) Deviations from “Ethical
Corporate Management Best
Practice Principles for
TWSE/GTSM-Listed
Companies” and reasons
Y N Summary
1. Promulgation ethical corporate management principles
1) Has the company formulated the integrity management policy approved
by the board of directors, and stated in the regulations and external
documents the policies and practices of integrity management, and the
board and senior management's commitment to actively implement the
management policy.
2) Whether the company has established an assessment mechanism for the
risk of dishonesty, regularly analyzes and evaluates business activities
with a high risk of dishonesty in the business scope, and formulates a
plan to prevent dishonesty, and at least covers the "good faith
management of listed companies "Code" Article 7, Paragraph 2,
Prevention Measures.
3) Does the company clearly specify the operating procedures, behavior
guidelines, disciplinary punishment and grievance system in the plan to
prevent dishonesty, and implement it, and regularly review and revise
the pre-disclosure plan.
V
V
V
(1) The company, Generalplus Technology and Sunplus Innovation Technology have formulated the "Integrity Management
Operating Procedures and Behavior Guidelines" approved by the board of directors as a clear policy and practice for operating
integrity, as well as the active implementation of operating policies by the board of directors and management. Commitment, and
disclosed on the company website. The remaining subsidiaries uphold the business philosophy of "Integrity", "Creativity",
"Quality", and "Service", formulate various internal management systems and measures within the company, and implement and
implement irregular reviews.
(2) The company, Generalplus Technology and Sunplus Innovative Technology have established the "Code of Ethical Conduct for
Employees", "Code of Ethical Conduct for Directors and Managers" and "Ethical Business Procedures and Behavior Guidelines",
which expressly prohibit the provision or acceptance of non-compliance. Legitimate interests. The company and Sunplus
Technology have a "reporting system", and Lingtong Technology has a "handling method for reporting cases of illegal and
unethical or dishonest conduct", encouraging the reporting of any illegal or violation of the code of ethical conduct or conduct of
integrity management . In addition, the company still requires colleagues in the management, production center, business and
information units with high job sensitivity to sign the "Integrity Commitment"; when signing the annual distributor contract with
the customer, they also sign the "Integrity Behavior Declaration"; According to the annual transaction amount, the relevant
suppliers sign the "Declaration of Integrity Behavior". The remaining subsidiaries have clearly stipulated the reporting and
punishment system for employees’ integrity behaviors in the “Work Rules”, and effective implementation through internal control
systems to reduce the risk of dishonest behaviors and to achieve preventive effects.
(3) The company, Generalplus Technology and Sunplus Innovative Technology have respectively set up a "whistleblowing
system", "employee ethical code of conduct", "director and manager's code of ethical behavior", "handling methods for reporting
illegal and unethical or dishonest conduct" and "Integrity Management Operation Procedures and Conduct Guidelines", clearly
stipulate the relevant operation procedures and behavior guidelines for preventing dishonest behaviors. For colleagues to inquire at
any time, we will also provide relevant promotion for new employees through education courses.
For any suspected violations of business ethics and confirmed cases, the violators will be subject to severe disciplinary measures
including termination of employment or business relationships, and appropriate legal action will be taken in due course.
Subsidiary's "Work Rules" set out toprohibit dishonesty, punishment and appeal system for violations of regulations.
No major Difference
No major Difference
No major Difference
2. Implement integrity management
(1) Whether the company evaluates the integrity records of the
counterparties, and specifies the terms of integrity behavior in the
contract signed with the counterparties.
(2) Does the company set up a special unit under the board of directors to
promote corporate integrity management, and regularly (at least once a
year) report to the board of directors on its integrity management policies
and plans to prevent dishonest behaviors and supervision and
implementation.
(3) Does the company formulate a policy to prevent conflicts of interest,
provide appropriate reporting channels, and implement them.
(4) Whether the company has established an effective accounting system
and internal control system for the implementation of integrity
management,and the internal audit unit formulates the relevant auditplan
V
V
V
V
(1) The "Integrity Operation Procedures and Behavior Guide" of the company, Generalplus Technology and Sunplus Innovative
Technology clearly states that when signing a contract, it should fully understand the other party's integrity management status
and incorporate the company's integrity management policy into the contract terms. In addition, when the company signed an
annual distributor contract with customers since 2006, it also signed a "Certificate of Integrity"; the relevant suppliers, who
defined the annual transaction amount, also signed a "Certificate of Integrity".
The remaining subsidiaries carefully evaluate the legality of the counterparties through customer credit evaluation and supplier
management operations to avoid dishonest business activities.
(2) In order to improve the management of integrity management, the company and Generalplus Technology have designated the
chairman’s office as the unit responsible for promoting corporate integrity management. The Board of Directors of Sunplus
Innovation Technology authorizes the Finance and Accounting Department to be responsible for the promotion of integrity
management policies, and is responsible for formulating and promoting integrity management policies and Prevention plan.
The dedicated unit regularly reports the implementation status to the board of directors in December every year. The company's
latest report to the board of directors was December 29,2020. The remainingsubsidiaries actively promote the corporate
No major Difference
No major Difference

36

based on the assessment results of the risk of dishonesty, and checks the
compliance with the plan to prevent dishonesty, Or entrust an accountant
to perform the audit.
(5) Does the company regularly organize internal and external education
and training on integrity management.
V integrity management concept from top to bottom. In the future, they will set up a promotion unit based on the actual situation
of the company and report to the board of directors regularly. The company’s integrity management policy and plan for
preventing dishonest behaviors and supervision and implementation in 2020:
1. Promote integrity policy
The company has set up an honesty policy advocacy zone to promote honesty management policies to employees and
implement core values and business philosophy based on honesty.
Newcomer training promotes the company ’s integrity policy and conducts tests to ensure that the newcomer understands the
company ’s integrity policy. A total of 71 people visited in 2020, about 32 hours and 31 minutes.
2. The contract stipulates the integrity management clause
When the company signs a distributor contract in 2020 with its customers, they sign the "Declaration of Integrity Behavior"; the
relevant suppliers also sign the "Declaration of Integrity Behavior" according to the annual transaction amount. In 2020, a total
of 8 copies were signed.
3. Sign a declaration of integrity
The company requires colleagues in the management, production center, business and information units with high sensitivity in
their duties to sign the "Corruption Commitment Letter". A total of 11 copies were signed in 2019.
4. Establish a convenient reporting channel
The company has a "whistleblowing system" that clearly defines the reporting procedures and confidentiality mechanism, and
encourages internal and external personnel to report any illegal or violation of the Code of Ethical Conduct or Code of Integrity
Management. " As of the end of 2020, no letter of report was received.
(3) The company requires colleagues in the management, production center, business and information units with higher job
sensitivity to sign the "Incorruption Commitment", and a total of 1 additional copies will be signed in 2020.
(4) The company, Generalplus Technology and Sunplus Innovation Technology have established an effective accounting system
and internal control system for the implementation of integrity management. Internal auditors regularly check the
implementation of the internal control system and implement the self-inspection system to ensure The effectiveness of the
internal control system shall serve as the basis for issuing the internal control system statement and shall be reported to the
board of directors for approval.
The parent company has prepared and implemented an annual audit plan for its subsidiaries based on risk analysis.
The company and Generalplus Technology have set up "integrity management operation procedures and behavior guidelines".
The built-in integrity management is in the corporate culture and is advertised at various meetings from time to time. In the
internal announcement, it also promotes the integrity management operation procedures and behavior guidelines to the
company's employees, and implements the company's core values and management philosophy based on integrity.
In 2008, the company proclaimed the company's integrity policy to new employees and conducted tests.
The remaining subsidiaries implement opportunity education in their daily business, and will organize education and training in
the future according to the company's practical situation.
(5) The company, Generalplus Technology and Sunplus Innovation Technology have set up "integrity management operation
procedures and behavior guidelines". The built-in integrity management is in the corporate culture and is advertised at various
meetings from time to time. In the internal announcement, it also promotes the integrity management operation procedures and
behavior guidelines to the company's employees, and implements the company's core values and management philosophy
based on integrity.
In 2020, the company proclaimed the company's integrity policy to new employees and conducted tests.
Sunplus Innovation Technology has set up an honest management policy on the homepage of the company's website,
conveying the core values and business philosophy based on honesty to employees, and special promotion for new colleagues.
The remaining subsidiaries implement opportunity education in their daily business, and will organize education and training
based on the company’s actual conditions in the future.
No major Difference
No major Difference
No major Difference
3. Operation of the company's whistleblowing system
(1) Whether the company has set a specific reporting and reward system,
and established a convenient reporting channel, and assigned appropriate
personnel for the acceptance of the reported object.
(2)Has the company established the standard operating procedures for the
investigation of the complaint, follow-up measures to be taken after the
investigation is completed, and the relevant confidentiality mechanism?
(3) Whether the company has taken measures to protect the
whistleblowers from improper disposal due to the whistleblowing.
V
V
V
(1) The company and Sunplus Innovation Technology have a "whistleblowing system", Generalplus Technology has "handling
methods for reporting cases of illegal and unethical or dishonesty", and the remaining subsidiaries have "employee complaint
methods". The company and its subsidiaries Appropriate persons in charge will be assigned to deal with them, as a convenient
reporting channel for employees to report.
(2) The company and its subsidiaries all have relevant methods for reporting and appealing, which specify the procedures for
reporting, the follow-up measures to be taken after the investigation is completed, and the relevant confidentiality principles.
(3) The procedures for the protection of whistleblowers are clearly stipulated in the relevant reporting and appeal measures of the
companyand its subsidiaries.
No major Difference
No major Difference
No major Difference
4. Strengthen information disclosure
(1) Whether the company disclosed the content of its integrity
management code andpromoted its effectiveness on its website andpublic
V The company, Generalplus Technology and Sunplus Innovation Technology have placed relevant regulations on integrity management on
the company's internal website for colleagues to inquire at any time. The company's external websites and public information
observatoriesplace annual reports and corporate social responsibilityreports,which also fullydisclose relevantpolicyrequirements and
No major Difference

37

information observatory. information on honest operation.
8. If the company has its own code of integrity management in accordance with the "Code of Integrity Management of Listed OTC Companies", please state the difference between its operation and the code:
The companyand its subsidiaries and various manufacturers and organizations cooperate in accordance with theprinciple of integritymanagement.
9. Other important information that helps to understand the company's integrity management and operation situation: (such as the company reviewing and revising its integrity management code and other situations)
The company and its subsidiaries take honesty as the foundation, and strive for the integrity of all employees and are responsible to investors, customers and the society. The company has a mailbox for complaints and reports. If employees find any violation of the
principle of good faith or harm to the reputation of the company, they can complain or report through the Internet. In addition, the company and its subsidiaries and the relevant manufacturers and partners are mostly long-term cooperation, and clearly set a contract,
set uprelevant full-timepersonnel toparticipate,and maintain a long-term stable cooperative relationship.

Note 1: Whether the operation is checked "Yes" or "No", it should be stated in the summary description field.

3.3.7 Formulate Corporate Governance Rules and Regulations: (If the company has established corporate governance rules and related regulations, it should disclose its search methods)

The Company has a Code of Corporate Governance Practices, to protect the interests of shareholders, strengthen the functions of the board of directors, respect for the interests of stakeholders, to enhance the transparency of information, etc. are relevant norms, also for the Taiwan Stock Exchange Co., Ltd. for corporate governance review one by one to review the actual implementation of the assessment indicators, hoping to help companies gradually build a good corporate governance system, to enhance the effectiveness of corporate governance. The Company's corporate governance operation, please refer to this Annual Report, Corporate Governance Report III, Corporate Governance Operations (pages 14-31), for the Code of Corporate Governance Practices, please contact our website.

3.3.8 Other Matters Needed to Improve the Company’s Implementation of Corporate Governance:

None

38

3.3.9 Internal Control System Execution Status and Information

a) Statement of Internal Control System

Sunplus Technology Co., Ltd. Statement of Internal Control System

Date: March 30th, 2021

Based on the findings of a self-assessment, Sunplus states the following with regard to our internal control system during January 1st – December 31st, 2020 :

Sunplus is fully aware that establishing, operating, and maintaining an internal control system are the responsibility of Board of Directors and management team. Sunplus has established such a system aimed at providing reasonable assurance regarding achievement of objectives in the following categories: (a) effectiveness and efficiency of operations (including profitability, performance, and protection of assets), (b) reliability of financial reporting, and (c) compliance with applicable laws and regulations.

An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can only reasonable assurance of accomplishment for the three objectives mentioned above. Moreover, the effectiveness of an internal control system may be subject to changes of environment and circumstances. Nevertheless, Sunplus’ internal control system contains self-monitoring mechanisms, and Sunplus takes corrective actions whenever a deficiency is identified.

Sunplus evaluates the design and operating effectiveness of our internal control system based on “Regulations Governing the Establishment of Internal Control Systems by Public Companies” (herein below, the “Regulations”). The criteria adopted by the Regulations identify five components of internal control based on the process of management control: (a) control environment, (b) risk assessment, (c) control activities, (d) information and communication, and (e) monitoring. Each component further contains several items. Please refer to the Regulations for details.

Sunplus has evaluated the design and operating effectiveness of our internal control system according to the aforesaid criteria.

Based on the findings of the evaluation mentioned in the preceding paragraph, Sunplus believe that, during the year 2020 , our internal control system (including the supervision and management of subsidiaries), as well as our internal control to monitor the achievement of our objectives concerning operational effectiveness and efficiency, reliability of financial reporting, and compliance with applicable laws and regulations, were effective in design and operation, and reasonably assured the achievement of the above-stated objectives. This statement is an integral part of Sunplus’ annual report for the year 2020 and prospectus, and would be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Article 20, 32, 171, and 174 of the “Securities and Exchange Law”.

This statement has been passed by the Board of Directors Meeting held on March 30th, 2021 , with all six attending directors expressing dissenting opinions, and the remainder all affirming the content of this statement.

Sunplus Technology Co., Ltd.

==> picture [107 x 39] intentionally omitted <==

Chou-Chye Huang Chairman& CEO

39

3.3.10 The Company’s Internal Control System Audit Report by External Auditors: Not applicable

  • 3.3.11 Regulatory Authorities’ Legal Penalties to the Company, and the Company’s Resulting Punishment on Its Employees: None

  • 3.3.12 Important resolutions of the shareholders meeting and the board of directors for the year of 2020 and up to the printing date of the annual report

3.3.12 Important resolutions of the shareholders meeting and the board of directors for the
year of 2020 and up to the printing date of the annual report
3.3.12 Important resolutions of the shareholders meeting and the board of directors for the
year of 2020 and up to the printing date of the annual report
3.3.12 Important resolutions of the shareholders meeting and the board of directors for the
year of 2020 and up to the printing date of the annual report
3.3.12 Important resolutions of the shareholders meeting and the board of directors for the
year of 2020 and up to the printing date of the annual report
2019 The implementation of the resolution of the shareholders' meeting
Date Decision
Maker
Resolution matters and implementation
2020.06.12 Shareholders’
Meeting
1. Acknowledge the company's 2019 business report and financial statements.
Implementation status: The relevant forms have been submitted to the competent
authority for inspection and announcement in accordance with the company law and
other relevant laws and regulations.
2. Acknowledgment of the company's 2019 loss appropriation case. Implementation
status: No dividends were allotted this year.
3. Approved the amendment to the company's articles of association.
Implementation status: Effective after the resolution of the shareholders meeting.
4. Through handling the capital reserve allocation case. Implementation status: July
19, 2020 was set as the allotment base date, and August 07, 2020 was set as the
issuance date (the allotted capital reserve per share is NT$0.3).
5. Approved the proposal to lift the restrictions on the company's directors'
competition. Implementation status: effective after the resolution of the
shareholders meeting.
2020 and as of the date of publication of the annual report of the board of directors important matters
Date Decision
Maker
Case Result
2020.08.13 Board Meeting 1. Discussion of the consolidated financial
statements for the secondquarter of 2020.
2020.11.13 Board Meeting 1. Discussions on the consolidated
financial statements for the third quarter of
2020.
The proposal was passed after the
chairman consulted all the directors
present without objection.
2020.12.29 Board Meeting 1. The 2021 accountant appointment and
independence assessment discussion
proposal.
The proposal was passed after the
chairman consulted all the directors
present without objection.
2021.02.03 Board Meeting 1. The company's "procedures for
acquiring or disposing of assets" revised
discussion proposal.
2. The re-election proposal for the 12th
term of directors (including independent
directors) of the company.
3. Discussion proposal for lifting the
restriction on competition for new
directors of the company.
4. Matters concerning the holding of the
regular shareholders' meeting in 2021 and
the discussion of the right to accept
shareholders’proposals.
The proposal was passed after the
chairman consulted all the directors
present without objection.
2021.03.29 Board Meeting 1. The company's 2020 employee
remuneration and directors' remuneration
distribution situation discussion proposal.
2. Proposal for the discussion of the 2020
financial statements.
3. Proposal to discuss the consolidated
financial statements for theyear 2020.
The proposal was passed after the
chairman consulted all the directors
present without objection.

40

4. Proposal for the discussion of the 2020
business report.
5. Proposal to discuss the distribution of
surplus in 2020.
2021.04.21 Board Meeting 1. The company's discussion on the
cancellation of the restrictions on the share
release of the original shares held by the
affiliated company "iCatch Technology
Co., Ltd." that adopted the equity method.
2. Review the discussion proposal of the
candidate qualifications of directors
(including independent directors).
3. Discussion proposal for lifting the
restriction on competition for new
directors of the company.
4. The company's "procedures for
acquiring or disposing of assets" revised
discussion proposal.
5. Discussions on the agenda update of the
2021 General Meeting of Shareholders.
6. Discussion on the Renewal of Directors’
Liability Insurance.
The proposal was passed after the
chairman consulted all the directors
present without objection.
2021.05.14 1. Discussion Proposal on Consolidated
Financial Statements in 2021.
The proposal was passed after the
chairman consulted all the directors
present without objection.

3.3.13 The most recent year and as of the date of report publication the directors have different opinions and record or written statements by the board of directors through important resolutions, its main content: None

  • 3.3.14 The most recent year and as of the date of report publication, the person related with financial report that resignation of summary of the situation. None

3.4 Audit Fees

Audit Firm Audit Firm Name of Auditor Name of Auditor Name of Auditor Duration of auditing Duration of auditing Remarks Remarks
Deloitte & Touche Zheng-Zhi Lin Mei-Zhen Cai 2020.01.01~2020.12.31
Amount Unit: Thousands of New Taiwan Dollars
Item
Amount
Audit fee Non-audit fee Total
1. Under NT$2,000,000
2. NT$2,000,000~ NT$4,000,000
3. NT$4,000,000 ~ NT$6,000,000
4. NT$6,000,000 ~ NT$8,000,000
5. NT$8,000,000 ~ NT$10,000,000
6. Over NT$10,000,000

41

Amount Unit: Thousands of New Taiwan Dollars

Name of
accounting
firm
Accountant
name
Public
audit
Non-audited public expense Non-audited public expense Non-audited public expense Non-audited public expense Non-audited public expense Accountant's review
period
Remarks
System
Design
Business
registration
Human
Resources
other Subtotal
Deloitte &
Touche
Zheng-Zhi
Lin
Mei-Zhen
Cai
5915 - - - 350 350 109.01.01~109.12.31 Non-audit
public
expenses-other
department
transfer
pricing reports
and
non-supervisor
salary
declaration
and
verification
fees,etc.
  • 3.4.1 Payment of visa accountants, visa accountants and their relationship between the firm's non-audit fees accounted for the proportion of the audit fee of more than one-fourth per cent, should disclose the amount of audit and non-audit fees and non-audit services: Not applicable.

  • 3.4.2 Replacement of accounting firms and replacement of annual audit fees paid to replace the previous year's audit fee reductions, should disclose the reduction, proportion and reason of the audit public expense: Not applicable.

  • 3.4.3 The audit fee is reduced by more than 15% over the previous year, should reduce the amount of audit fees, the proportion and reason: Not applicable.

3.5 Replacement of Auditors

3.5.1 About the former accountant

Change date Approved by the board of directors on December 25, 2019 Approved by the board of directors on December 25, 2019 Approved by the board of directors on December 25, 2019
Replace reason and
explanation
Deloitte & Touche internal business transfer,since the from 2020 Zheng-Zhi
Lin and Yu-Feng Huang accountants replaced Zheng-Zhi Lin and Mei-Zhen
Cai accountants
The description was
terminated or not accepted
by the appointor or
accountant
litigant
situation
Accountant Appointed person
Proactively terminate the
appointment
Not applicable
No longer accept (continue)
appointment

42

Opinions and Reasons for
Examining Check Reports
Other than Unqualified
Opinions within the Latest
Two Years
The 2020 and 2019 annual review reports of the central bank issued
reservations. The relevant information of the investee companies whose main
series was included in the financial statements and equity methods of the some
non-substantial subsidiaries in the consolidated financial statements were based
on the financial reports unaudited by the accountants during the same period.
Recognize and expose.
The 2020 and 2019 annual review reports of the central bank issued
reservations. The relevant information of the investee companies whose main
series was included in the financial statements and equity methods of the some
non-substantial subsidiaries in the consolidated financial statements were based
on the financial reports unaudited by the accountants during the same period.
Recognize and expose.
The 2020 and 2019 annual review reports of the central bank issued
reservations. The relevant information of the investee companies whose main
series was included in the financial statements and equity methods of the some
non-substantial subsidiaries in the consolidated financial statements were based
on the financial reports unaudited by the accountants during the same period.
Recognize and expose.
Is there any disagreement
with the issuer
Yes Accounting principles or practices
Financial report disclosure
Check the scope or steps
Others
No
Instructions
Other disclosures
(The first to fourth heads of
Article 10, paragraphs 6 to
7 should be disclosed)

No

43

3.5.2 About Succession Accountant

Office name Deloitte & Touche
Accountant's name Zheng-Zhi Lin、Mei-Zhen Cai
Date of appointment Approved by the board of directors on December 25, 2019
Pre-appointment accounting for specific
transactions
Treatment methods or accounting
principles and
Financial report may issue opinions
Consultation and results
No
Successor Accountant to Former
Accountant
Written opinions on different opinions
No
  • 3.5.3 Reply from former accountants to the first and second items of Article 10, paragraph 5 of this standard: None.

3.6 Chairman, Presidents, and Managers in Charge of Finance and

Accounting Who Held a Position in Sunplus’ Independent Audit Firm or Its Affiliates during the Recent Year:

Not applicable.

44

3.7 Net Change in Shareholding and Net Changes in Shares Pledged by Directors, Management, and Shareholders with 10% Shareholding or More

  • 3.7.1 Net Change in Shareholding and Net Changes in Shares Pledged by Directors, Management, and Shareholders with 10% Shareholding or More

Unit: Shares

Unit: Shares Unit: Shares Unit: Shares
Title Name 2020 Ended of April09th, 2021
Shareholding
Increased
(decreased)
Shares
Pledged
(Released)
Shareholding
Increased
(decreased)
Shares
Pledged
(Released)
Chairman& CEO Chou-Chye Huang 0 0 0 0
Director Global View Co.,Ltd. 0 0 0 0
Director Wen-ShiungJan 0 0 0 0
Director Wei-Min Lin 0 0 0 0
Independent Director Che-Ho Wei 0 0 0 0
Independent Director Tse-Jen Huang 0 0 0 0
Independent Director Yao-ChingHsu 0 0 0 0
Head of Corporate
Governance
Phoebe Chen
Inauguration Date: 2021/04/01
0 0 0 0
Associate Adam Wang
Inauguration Date: 2021/04/01
0 0 0 0
VP Wayne Shen 0 0 0 0
Director of Finance &
AccountingDivision
Shu-Chen Cheng 0 0 0 0
AVP Alex Chang 0 0 0 0
AVP Jason Lin 0 0 0 0
AVP Michael Su 0 0 0 0
3.7.2 Stock Trade
Name
(Note 1)
Transfer
Reason
Transaction
Date
Name of
Counter Party
Nature of
Relationship
Amount of
Shares
Transaction
Price
- - - - - - -

3.7.3 Shares Pledge with Related Parties

Ended of April 09th,2021 Ended of April 09th,2021 Ended of April 09th,2021 Ended of April 09th,2021 Ended of April 09th,2021 Ended of April 09th,2021
Name
(Note 1)
Reason of
Pledge
(Note 2)

Date of
Change
Name of
Counter
Party
Nature of
Relationship

Amount
of Shares
Percentage
of
Shareholding
Percentage
of Shares
Pledge
Transaction
Price
- - - - - - - - -

Note 1: Including Directors, mangers and shareholders holding more than 10% Note 2: Reasons for shares pledged or released

45

3.8 Top 10 Shareholders & Related Parties

Name Current
Shareholding
Current
Shareholding
Shareholding under
Spouse & Minor
Shareholding under
Spouse & Minor
Shareholding
under
Others’ Name
Shareholding
under
Others’ Name
Relationship with
related-parties
Relationship with
related-parties
Amount
of Shares
Holding
%
Amount of
Shares
Holding
%
Amount
of
Shares
Holding
%
Name Relationship
Chou-Chye Huang 92,737,817 15.67% 1,370,993 0.23% - - Global
View
Corporate
Director
De-ZhongLiu 13,045,795 2.20% 2,006,943 0.34% - - - -
Global View Co.,
Ltd.
Zhi-yuan Zhou
(Representative of Legal
Entity)
10,038,049
0
1.70%
0.00%
-
0
-
0.00%
-
-
-
-
Chou-Chye
Huang
-
Corporate
Director of
Global View
Co., Ltd.
-
Chih-Hao Gong 7,962,160 1.34% 539,631 0.09% - - - -
Polunin Emerging
Markets Small Cap
Fund,LLC
7,511,825 1.27% - - - - - -
Wen-Qin Lee 7,000,000 1.18% 1,210,000 0.20% - - - -
Standard Chartered
Bank Custody of
Credit Suisse First
Boston
International
5,464,000 0.92% - -
The American
branch of JPMorgan
Chase Bank Taipei
is entrusted with the
custody of
Vanguard's
emerging market
stock index fund
investment account
5,033,000 0.85% - - - - - -
Chase Managed
Advanced Starlight
Advanced General
International Stock
Index
4,518,752 0.76% - - - - - -
Lingxu Investment
Co.,Ltd.
3,559,996 0.60% - - - - - -

46

3.9 Long-term Investment Ownership

December 31st,2020/Unit: thousand shares,% December 31st,2020/Unit: thousand shares,% December 31st,2020/Unit: thousand shares,% December 31st,2020/Unit: thousand shares,% December 31st,2020/Unit: thousand shares,% December 31st,2020/Unit: thousand shares,%
Long-term
Investments (Note)
Sunplus Investment Shareholding of Director,
Supervisor, Management or
Subsidiary
Synthetic Shareholding
Amount of
Shares
Holding % Amount of
Shares
Holding% Amount of
Shares
Holding %
Generalplus Technology 37,324 34 14,892 14 52,216 48
Sunplus Innovation
Technology
29,949 58 3,979 8 33,928 66
iCatch TechnologyInc. 20,735 28 5,326 7 26,061 35
Sunplus mMedia Inc. 22,441 90 2,559 10 25,000 100
Jumplux Technology 13,200 55 10,100 42 23,300 97
Global View Co.,Ltd. 8,229 13 195 - 8,424 13
EVERGREEN STEEL
CORP.
1500 - 1000 - 2500 -

Note: Except companies listed above, all other long-term investments are held by the parent company.

47

IV. Capital & Shares 4.1 Capitalization

April 09th,2021 April 09th,2021 April 09th,2021 April 09th,2021 April 09th,2021 April 09th,2021 April 09th,2021
Month/Year Price
(NT$)
Authorized capital Issued capital Remark
Shares
(thousand
shares)
Amount
(NT$K)
Shares
(thousand
shares)
Amount
(NT$K)
Funding
(NT$K)
Funding
Except
Cash
Note
08/1990 10 2,300 23,000 620 6,200 Cash
Offering
6,200
None Not IPO yet
08/1990 10 2,300 23,000 1,150 11,500 Cash
Offering
5,300
None Not IPO yet
03/1992 10 2,300 23,000 2,300 23,000 Cash
Offering
11,500
None Not IPO yet
12/1993 10 6,000 60,000 6,000 60,000 Cash
Offering
20,900
Capitalization
of Profits
16,100
None Not IPO yet
09/1994 10 19,800 198,000 19,800 198,000 Cash
Offering
60,000
Capitalization
of Profits
78,000
None Not IPO yet
06/1995 10 39,600 396,000 39,600 396,000 Capitalization
of Profits
198,000
None 06/28/1995 SFC
No. 37335
06/1996 10 64,360 643,600 64,360 643,600 Capitalization
of Profits
247,600
None 06/26/1996 SFC
No. 40155
06/1997 10 105,500 1,055,000 105,500 1,055,000 Capitalization
of Profits
411,400
None 06/10/1997 SFC
No.46641
06/1998 10 184,000 1,840,000 184,000 1,840,000 Capitalization
of Profits
785,000
None 06/08/1998 SFC
No.49408
06/1999 10 269,120 2,691,200 269,120 2,691,200 Capitalization
of Profits
851,200
None 06/23/1999 SFC
No.57760
06/2000 10 600,000 6,000,000 370,000 3,700,000 Capitalization
of Profits
1,008,800
None 06/03/2000 SFC
No.48003
09/2000 10 600,000 6,000,000 390,000 3,900,000 Cash
Offering for
GDR 200,000
None 09/18/2000 SFC
No 72620
06/2001 10 700,000 7,000,000 534,000 5,340,000 Capitalization
of Profits
1,440,000
None 06/27/2001 SFC
No 140791
12/2001 10 700,000 7,000,000 544,742 5,447,424 Merger from
Grandtech
10,742
None 12/12/2001 SFC
No 173137
06/2002 10 1,000,000 10,000,000 694,950 6,949,500 Capitalization None 05/30/2002 SFC

48

of Profits
957,334
And Capital
Surplus
544,742
No.129546
07/2003 10 1,000,000 10,000,000 777,504 7,775,040 Capitalization
of Profits
130,590
And Capital
Surplus
694,950
None 05/22/2003 SFC
No.0920122560
06/2004 10 1,000,000 10,000,000 875,254 8,752,544 Capitalization
of Profits
355,500
And Capital
Surplus
622,004
None 06/15/2004 SFC
No.0930126644
07/2005 10 1,050,000 10,500,000 945,570 9,455,700 Capitalization
of Profits
487,576
And Capital
Surplus
175,051
Employee
Stock Option
40,529
None 07/11/2005 FSC
No. 0940127940
TSE
No.09400288741
11/2005 10 1,050,000 10,500,000 948,147 9,481,472 Employee
Stock Option
25,772
None TSE
No.09400340711
03/2006 10 1,050,000 10,500,000 948,730 9,487,297 Employee
Stock Option
5,825
None TSE
No.09500052761
06/2006 10 1,050,000 10,500,000 949,784 9,497,844 Employee
Stock Option
10,547
None TSE
No.09500116511
06/2006 10 1,200,000 12,000,000 1,021,358 10,213,578 Capitalization
of Profits
508,844
And Capital
Surplus
189,230
Employee
Stock Option
17,660
None FSC
No.0950126238
11/2006 10 1,200,000 12,000,000 1,022,777 10,227,773 Employee
Stock Option
14,195
None TSE
No.0950030505
01/2007 10 1,200,000 12,000,000 512,212 5,122,119 Capital
Reduction
5,114,358
Employee
Stock Option
8,703
None FSC
No.0950159014
03/2007 10 1,200,000 12,000,000 512,954 5,129,537 Employee
Stock Option
7,418
None TSE
No.0960005441
09/2007 10 1,200,000 12,000,000 554,240 5,542,399 Capitalization
of Profits
288,622
And Capital
None FSC
No.0960038299

49

Surplus
102,415
Employee
Stock Option
21,825
11/2007 10 1,200,000 12,000,000 556,051 5,560,514 Employee
Stock Option
18,115
None TSE
No.0960037136
03/2008 10 1,200,000 12,000,000 556,750 5,567,504 Employee
Stock Option
6,990
None TSE
No.09700075761
05/2008 10 1,200,000 12,000,000 556,893 5,568,931 Employee
Stock Option
1,427
None TSE
No.09700142371
09/2008 10 1,200,000 12,000,000 598,203 5,982,028 Capitalization
of Profits
301,637
And Capital
Surplus
111,092
Employee
Stock Option
368
None FSC
No.0970036239
02/2009 10 1,200,000 12,000,000 596,910 5,969,099 Treasury
Stock
write-off
12,929
None TSE
No.0980003591
03/2014 10 1,200,000 12,000,000 591,995 5,919,949 Treasury
Stock
write-off
4,915
None TSE
No.10300058351
April 09th,2021/Unit: shares April 09th,2021/Unit: shares April 09th,2021/Unit: shares April 09th,2021/Unit: shares April 09th,2021/Unit: shares
Type Authorized Capital Remark
Issued Shares Treasury Stock
Shares
Un-issued
Shares
Total
Common
Share
591,994,919 0 608,005,081 1,200,000,000

50

SHELF REGISTRATION

Type Shares
Expected to Issue
Shares
Expected to Issue
Issued Shares Issued Shares Objective and
Expected Benefit
of Issued Shares
Expected time
of Un-issued
Shares
Remark
Total
Shares
Amount Amount Price
N/A N/A N/A N/A N/A N/A N/A N/A

4.1.1 Composition of Shareholders

April 09th,2021/Unit: share April 09th,2021/Unit: share April 09th,2021/Unit: share April 09th,2021/Unit: share April 09th,2021/Unit: share
Shareholder
Amount
Governmen
t
Financial
Institutions
Others
Juridical
Person
Foreign
Institutions
and natural
Person
Domestic
Retail
investors
Treasury
Stock
Total
Persons 0 2 276 168 91,989 0 92,435
Shares 0 66,048 25,513,928 61,548,413 504,866,530 0 591,994,919
Shareholding 0% 0.01% 4.31% 10.40% 85.28% 0% 100.00%

Note: The first-listed companies and cabinet companies should disclose their shareholdings in land-based capital; land-based capital refers to the people, legal persons, organizations, and other organizations in mainland China as stipulated in Article 3 of the People's Republic of China to Taiwan Investment Permit Measures, or its investment in a third region.

4.1.2 Distribution Profile of Shareholder Ownership – Common Share

4.1.2 Distribution Profile of Shareholder Ownership – Common Share 4.1.2 Distribution Profile of Shareholder Ownership – Common Share 4.1.2 Distribution Profile of Shareholder Ownership – Common Share 4.1.2 Distribution Profile of Shareholder Ownership – Common Share
April 09th,2021/Par valueper share: NT$10
Shareholding Ownership Number of Shareholders
(persons)
Shares Owned
(shares)
Holding
(%)
1~999 36,997 2,367,088 0.40%
1,000~5,000 43,032 88,873,294 15.01%
5,001~10,000 6,638 54,909,574 9.28%
10,001~15,000 1,674 21,391,725 3.61%
15,001~20,000 1,349 25,512,130 4.31%
20,001~30,000 988 26,015,893 4.39%
30,001~40,000 432 15,626,367 2.64%
40,001~50,000 376 17,732,524 3.00%
50,001~100,000 530 39,388,493 6.65%
100,001~200,000 227 32,354,795 5.47%
200,001~400,000 102 28,471,976 4.81%
400,001~600,000 25 12,293,802 2.08%
600,001~800,000 11 7,220,910 1.22%
800,001~1,000,000 13 12,155,528 2.05%
Over 1,000,001 41 207,680,820 35.08%
Total 92,435 591,994,919 100.00%

4.1.3 Distribution Profile of Shareholder Ownership – Preferred Shares

Not Applicable

51

April 09th, 2021

4.1.4 Major Shareholders

4.1.4 Major Shareholders April 09th,2021
Shareholding
Name
Shares Owned Holding %
Chou-Chye Huang 92,737,817 15.67%
De-ZhongLiu 13,045,795 2.20%
Global View Co.,Ltd. 10,038,049 1.70%
Chih-Hao Gong 7,962,160 1.34%
Polunin EmergingMarkets Small CapFund,LLC 7,511,825 1.27%
Wen-qin Li 7,000,000 1.18%
Standard Chartered Bank Custody of Credit Suisse
First Boston International
5,464,000 0.92%
The Vanguard Emerging Market Stock Index Fund
Investment Account of the Vanguard Group Company
Manager entrusted by JPMorgan Chase Bank Taipei
Branch
5,033,000 0.85%
Chase Custody Advanced Starlight Advanced
Aggregate International Stock Index
4,518,752 0.76%
Lingxu Investment Co.,Ltd. 3,559,996 0.60%

4.1.5 Net Worth, Earnings, Dividends, and Market Price per Share

Item Year Year 2019 2020 Ended of
March 31st,
2021
Market Price Highest 14.85 19.30 32.00
Lowest 10.85 7.42 17.20
Average 12.97 12.67 25.02
Net Worth Before Distribution 13.82 14.21 14.60
After Distribution 13.52 (Note 1) (Note 1)
Earnings Per Share Weighted Average Shares 588,434,923 588,434,923 588,434,923
EPS (Note 2) Before Adjustment 0.03 0.55 0.37
After Adjustment 0.03 (Note1) -
Dividends Per Share Cash Dividends 0.30(Note 6) (Note1) -
Stock
Dividends
From Profits - (Note1) -
From Surplus - (Note1) -
Accumulated Undistributed Dividends - (Note1) -
Return on Investment Price/Earnings Ratio(Note 3) 432.33 23.04 67.62
Price/Dividend Ratio(Note 4) 43.23 (Note1) -
Cash Dividends Yield Rate(Note 5) 0.02 (Note1) -

Note 1: Pending shareholders’ approval

Note 2: Retroactively adjusted for stock dividends and stock remuneration to employees

Note 3: Price/Earnings ratio=average market price/earnings per share

Note 4: Price/dividends ratio=Average market price/cash dividends per share

Note 5: Cash dividends yield rate=cash dividend per share/average market price per share

Note 6: Capital reserve cash is NT$ 0.30 per share, and the surplus is calculated as surplus NT$ 0 per share, totaling NT$ 0.30 in cash per share

4.1.6 Dividend Policy

a) Dividend policy in the “Article of Incorporation”

Our dividend policy is made according to regulations set forth in the “Company Act” and the “Article of Incorporation”. The dividends can be in the form of cash or stock, which depends on the status of company’s capital, financial structure, operational needs, retained earnings and industrial environment. The dividend policy for this year will follow the aforementioned rules and maintain the policy of cash dividend with stock dividend, while cash part shall not be less than 10% of the total dividend.

b) Stock dividends for 2020

The company’s 2020 surplus distribution proposal was passed by the board of directors on March 29, 2021. The 2020 resolution allotment and distribution items are as follows (not yet approved by the shareholders meeting):

52

  • (1) Provision of statutory surplus reserve of NT$32,889,399.

  • (2) Turnover special surplus reserve of NT$15,110,925

  • (3) Shareholders’ cash dividend of NT$311,093,330, calculated on the basis of the total number of

591,994,919 shares in circulation as of April 09, 2021, and a cash dividend of NT$0.5255 per share

  • c) Expected Variation: None

4.1.7 Impact to Profits and EPS Resulting from Dividend Distribution

Due to no official financial guidance there is no related information to disclose.

4.1.8 Profits Distributed as Employee Rewards and Directors and Supervisors’

Compensation

  • a) Regulations Concerning Rewards to Employees, Directors, and Supervisors in the “Article of Incorporation”

If the Company has a profit for the year, should be raised not less than one percent for the staff and not more than one percent. Five for the directors reward. But the company still has accumulated losses (including the adjustment of undistributed surplus amount), should be kept in advance to make up the amount.

The former employee is remunerated by stock or cash, which shall be made to include the employees of the subsidiary who meet the conditions set by the Board. The remuneration of the former directors is only in cash.

The first two items should be resolved by the board of directors, and report to the shareholders' meeting.

When allocating the net profits of each fiscal year, the Company should pay the taxes and make up the losses in previous years; and then shall set aside 10% of the rest after paying tax and making up loss as a legal capital reserve until the accumulated legal capital reserve has equaled the total capital of the Company; In accordance with the law or the competent authorities, to allocate or rotate the special surplus reserve, the surplus, together with the previous accumulated unallocated surplus, is the shareholder's dividend, the board of directors is proposing to assign a motion, to be circulated after the resolution of the shareholders' meeting. But the ratio of the distributions offered by the surplus and the cash dividends of the shareholders, depending on the actual profit and the state of the funds, adjusted by the shareholders' meeting. The above cash dividend shall not be less than 10% of the total dividend of the shareholders to be distributed, but the cash dividend per share is lower than NT$0.5 will not be issued.

In the event that the previous year's accrued or current year occurred but the annual after-tax surplus was not included in the shareholders', accrual of the same amount of surplus reserve due from the previous year's accumulated unallocated surplus, and deducted before being allocated for distribution.

  • b) The proposed distribution of employee compensation and director compensation for 2020 approved by the board of directors

Approval by Board of Directors’ meeting on March 29, 2021, the company decided to distribute the profits of 2020

Cash rewards to Employee NT$3,316,811

Cash bonus to Directors NT$4,975,216

  • c) No information on employee compensation and director compensation for the year 2019 was allotted in the previous year

The above distributions are not different from those of the Board of Directors of the Company dated 14 March 2018.

4.1.9 Buyback of Common Shares

None

4.2 Issuance of Corporate Bonds

None

4.3 Preferred Shares

None

53

March 31st, 2021

4.4 Issuance of GDR

4.4 Issuance of GDR 4.4 Issuance of GDR March 31st,2021 March 31st,2021
Issuing Date
Item
March 16, 2001
IssuingDate March 16,2001
Issuance & Listing London Stock Exchange Listed
Total Amount US$191,400,000
OfferingPriceper Unit US$9.57
Issued Units 14,737,222.5
Underlying Securities Offering 20,000,000 new shares of common stock of par
value NT$10
Common Shares Represented 29,474,445 Common Shares
Rights and Obligations of GDR holders Same as common share holders
Trustee N/A
DepositaryBank The Bank of New York
Custodian Bank Mega International Commercial Bank
GDRs Outstanding 176,225 units
Apportionment of the expenses for the issuance and
maintenance
All fees and expenses related to issuance of GDRs were
borne to the selling shareholders and Sunplus, while the
maintenance expenses such as annual listing fees,
information disclosure fees and other expenses were
borne bySunplus
Terms and Conditions in the Deposit Agreement and
CustodyAgreement
-
Closing price
per GDRs
2020 Highest US$1.32
Lowest US$0.49
Average US$0.86
January 1 to March 31, 2021 Highest US$2.17
Lowest US$1.27
Average US$1.77

4.5 Employee Stock Options Plan

4.5.1 Issuance of Employee Stock Options and Its Impact to Shareholders Equity

4.5.2 Stock Option to Management Team and Top 10 Individual

4.6 Restricted Employees Stock

Not applicable

4.7 Mergers and Acquisitions

Not Applicable

V. Financial Plan & Implementation

Not Applicable

54

VI. Business Highlight 6.1 Business Activities

6.1.1 Business Scope

a) Major Business

CC01080 Manufacturing of electronic component

I501010 Product Designing

F401010 International Trading

I301010 Software Design Services

I301020 Data Processing Services

R&D, Manufacturing, Testing, Selling of

  • (1) ICs

  • (2) modules

  • (3) Application software

  • (4) IPs

  • (5) Trading and Agency Business of ICs

4 Product Segments and Sales Amount

Unit: NT$K, %

Segments and Sales Amount Unit: NT$K,% Unit: NT$K,%
Product Categories 2020
Amount Percentage %
IC income 6,084,210 94.86
Other 329,930 5.14
Total 6,414,140 100.00

6.1.2 Plan to develop new products (services)

Company Plans to develop new products
Sunplus Technology (1) Car entertainment system chip
(2) Vehicle smart cockpit system chip
(3) Vehicle navigation and driving assistance
system flat
(4) Medium and high-order Soundbar system
chip
(5) High-speed interface IP
(6) High - performance data converter
(7) Analog IP
(8) Industrial control system chip based on
sunplus Plus1 architecture
Generalplus Technology (1) A new generation of speech synthesis
control chip
(a) High sound quality and high volume PWM
driver
(b) OTP / Flash memory, can quickly update
the code
(2) Digital audio and voice recognition control
IC:
(a) High-resolution Sigma-Delta ADC
recording device
(b) High sound quality Class-D broadcast
drive device
(c) Flash memory, can quickly update the code
(3) LCD control IC:
(a) Low-power platform capable of single
battery operation
(b) OTP memory, can quickly update the code
(4) Multimedia application control IC:
(a) High-performance Cortex-A series 32-bit
platform
(b)More displaytechnologies and interfaces

55

(CVBS, HDMI, MIPI)
(c) Advanced image processing (ISP, GPU,
H.264, computer vision and AI deep learning)
(d) DDR2/DDR3 DRAM interface
(5) Microcontroller:
(a) Cortex-M0 motor drive control IC
(b) Highly integrated wireless charging IC
(c) High-sensitivity touch IC
(6) Other ICs:
(a) Various peripheral chips supporting the
main control IC
(b) More complete power control IC
(c)Higherqualityaudio amplifier IC
Sunplus Innovation Technology (1) Very low power USB image processing IC
(2) USB3.0 4K image processing IC
(3) Image processing IC with intelligent image
detection function
Jumplux Technology (1) Front loading regulation USB3.2 TYPE C
MediaHUB IC
(2) USB3.2 10Gbps x 2 PHY IP
(3) Front loading regulations MIPI APHY
TX/RX IP

6.1.3 Industry Overview

a) Industry Status and Exhibition

Although there will be interference from the epidemic in 2020, under the trend of working at home and studying at home, Taiwan's semiconductors have reversed growth in semiconductor output due to the long-term accumulated competitiveness and the appropriate control of the epidemic. In addition, the vigorous development of 5G mobile phones and smart driving can drive the driving factors of semiconductor demand in the future. Because perception, computing, and communication are the basic requirements of AIoT, the application market for semiconductors in sensing, micro-processing and communication will continue to expand. ITRI estimates that the top three IoT products in 2023 are smart TVs, autonomous driving assistance systems (ADAS) and smart security monitors. The output value reached 3.446 billion U.S. dollars, 2.802 billion U.S. dollars and 2.705 billion U.S. dollars, and the compound annual growth rates from 2018 to 2023 were 7%, 199%, and 62%, respectively. In the face of future market development trends, with 5G, AI, high-performance computing, automotive and other related emerging semiconductor applications, various AI acceleration and collaboration chips required from the cloud to the edge have been proposed, making the future of new architectures The development trend of the chip will affect the development direction of the semiconductor industry and the transfer of semiconductor application blocks.

b) Supply Chain

In the product development flow, Sunplus focuses on IC design, system design, wafer testing and sales services but out-sources most of the manufacturing including mask making, wafer fabrication, wafer sawing, packaging and final testing. The infrastructure of semiconductor industry in Taiwan is very efficient; we have foundries like TSMC, UMC, etc., and backend assembly and testing houses such ASE, SPIL and KYEC. Since those factories are located in Hsinchu Science Park or nearby, the “Cluster” effect could enable high production efficiency.

c) Market Trend and Competition

Company Main Product Product development trends and competitive
situation
Sunplus IC products are used in automotive
infotainment systems, advanced
driver assistance systems (ADAS),
home audio Soundbar and DVD
players, and authorized high-speed
interface IP, high-performance data
converter IP and analogIP
Sunplus continues to develop a single chip
(Display Audio SoC) in the IVI product line
that supports mobile phone interconnection
functions such as Apple CarPlay and Google
Android Auto. It is still the most
cost-optimized solution in the industry, except
for the first-generation USB wired

56

interconnection system solution. In 2020, a
WiFi wireless interconnection system will also
be developed. It is expected that in 2021,
customers will be able to pass Apple and
Google certifications to introduce mass
production. In 2021, SoCs with higher
computing power and machine learning
capabilities will be launched to realize smart
cockpit systems with DA and ADAS or digital
instruments. In the home audio-visual
entertainment segment, the SoundBar product
line continues to be developed based on DVD
player technology and customer base. 3D
surround sound fields (such as Dolby Atmos,
DTS:X and other technologies) have been
generally accepted by consumers. Sunplus has
a solid foundation for cooperation with Dolby
and DTS, and has successively launched
products that can support 3D sound fields. The
development strategy is to optimize the
system , Launching a more integrated SoC,
hoping to reduce the price of terminal products
and expand the penetration rate of 3D sound
field products. Sunplus also provides IP
licensing for high-speed interfaces, data
converters, and analogs. In addition, Sunplus
also launched the Plus1 architecture. The C+P
architecture developed by it solves the
problem that the advanced manufacturing
process of the semiconductor industry cannot
match the market volume. The C+P
architecture is the Computing Unit plus the
Peripheral Unit, and the Computing Unit uses
advanced computing units. The manufacturing
process and computing power can catch up
with the trend of the times, while the
peripheral units of Peripheral Unit use mature
manufacturing processes to achieve
reasonable development costs. Based on this
architecture, the industrial Linux SoC
development platform SP7021 has been
launched in the market.
Generalplus A. Educational learning platform
B. Smart interactive toy market
C. Wireless charging market
D. Driving recorder market
A. Educational learning platform
The highly integrated ARM9 SoC up to
513MHz, in addition to full HD 1080P full HD
H.264 image compression and decompression,
also has the flexibility of CPU and DSP
(Digital Signal Processor) powerful
computing capabilities.
Provide a competitive hardware platform,
provide customers with complete solutions in
the development tools and libraries to quickly
and effectively serve customers.
B. Smart interactive toy market
In the field of interactive toys, injecting AI
technology concepts into the toy market is
expected to lead the market trend and create
new and different interactive toys. The model
of product innovation is divided into
technology-driven market and market
feedback to drive the company's technological

57

innovation.
C. Wireless charging market
In the product development, 15W products are
launched, which can be applied to mobile
phones, mobile power supplies, charging back
clips and other various devices suitable for
wireless charging. It also successfully
introduced into the automotive pre-installation
market and mass production.
D. Driving recorder market
Will continue to develop on the development
of multi-channel cameras and intelligent
driving assistance systems, with a view to
diversifying product applications.
Sunplus
Innovation
Technology
Image product line, used in
external network camera, NB
laptop built-in network camera
The products built by our company in external
Webcam and NB have obtained the quality
recognition of major international
manufacturers including Logitech HP DELL
Lenovo Acer and other brands, and become
their long-term cooperative supplier.
Jumplux
Technology
Front-loading regulations USB3.2
MediaHub IC Front-loading
regulations USB3.2 PHY IP
Front-loading regulations MIPI
APHY TX/RX IP.
Front-loading regulation product line: With
the continuous shipment of front-loading
customers, we continue to work on the
peripheral chips of the relevant front-loading
regulation.The current main competitors are
Microchip,ST,Ti,NXP.

6.1.4 Technology and Development

a) R&D expenditure

Unit: NT$K, %

Year
Item
2020 Ended March 31st, 2021
Expense 1,623,728 504,019
Percentage to Revenue 25% 30%

b) R&D Accomplishment

Company Accomplishment Applications
Sunplus (1) H.264 decoder
(2) MPEG2/4 decoder
(3) Servo Control
(4) HDMI DVD
(5) JPEG decoder
(6) Video encoder
(7) CarPlay / Android Autod single chip and system
platform
(8) ADAS system platform
(9) 3D surround sound field DSP and system
platform
(10) Plus1 architecture
(1) High-end car
infotainment system chip
(2) Smart cockpit platform
products for high-end
vehicles
(5) Medium and high-end
Soundbar system chip
(6) High-speed interface IP
(7) High-performance data
converter IP
(8) Analog IP
(9) Industrial standard
Linux openplatform SoC
Generalplus (1) Development and completion of GPC74B full
series of voice / music synthesis controller chips
(2) Development of Cortex-M0 voice recording
platform with 81MHz operating frequency
(3) Develop a new generation of 32-bit SoC high-end
handheld open application platform
(4) Development of 32-bit Cortex-M0 sine wave
drive control IC GPM32F0118B
(1) Integrate CPU, OTP,
RAM, I / O, timer and high
resolution digital audio
amplifier drive circuit.
(2) In addition to
integrating high-resolution
Sigma-Delta ADC
recordingdevices and

58

(5) GPMQ series product development integrating high-quality
performance Class-D
broadcasting devices.
(3) Built-in image
processing unit, computer
vision processing unit,
voice processing unit,
cooperate with
self-developed deep
learning and audio and
video processing
algorithms, develop
various types of ELA
education and learning,
STEAM scientific toys,
driving recorder, sports
camera, aerial camera
application.
(4) Integrate Flash ROM,
RAM, DMA,
Programmable PWM,
1Msps 12-bit ADC and
high-speed OPA to provide
peripheral circuits and
efficient DC brushless
motor solutions.
(5) Newly developed 15W
IC solution, integrated high
and low voltage
components and passed
WPC EPP certification.
Sunplus
Innovation
Technology
(1) Low power consumption and high integration
NB Camera control IC
(2) Machine vision intelligent image
(3) ISP technology-TNR HDR WDR
(1) Very low power USB
image processing IC
(2) USB3.0 4K image
processing IC
(3) Image processing IC
with intelligent image
detection function
(4) Gaming mouse control
IC
Jumplux (1) USB Display IC
(2) Automotive Mediahub IC
(3) USB3.1 to UFS2.1 Bridge IC
(1) Front-mounted car
specification USB3.2
TYPE C MediaHUB IC
(2)USB3.2 10Gbps x 2
PHY IP
(3)MIPI APHY TX/RX IP

6.1.5 Business Plan

Short-term business plan:

In terms of automotive chip products and system platforms, Sunplus Technology has successfully developed CarPlay/Android Auto (DA, Display Audio) audio and video systems for vehicles and successfully imported them into Japan, South Korea, and China. The current terminal product sales area is mainly Japan , North America, South America, Southeast Asia, etc. Affected by the epidemic in 2020, the global auto market has declined sharply, and light vehicle sales have fallen by 15%. However, China's new car production and purchase demand has recovered rapidly, and the aftermarket e-commerce demand has also increased. Recognizing and responding to this development, in 2020, Sunplus will adjust its resources to give priority to

59

serving Chinese pre-installation and overseas post-installation first- and second-tier brand customers. In 2021, it will continue to have mass production results. In terms of home soundbar and audio products, we continue to maintain close cooperation with major audio and audio codec manufacturers, integrate advanced audio processing technology on Sunplus’s system platform, and promote it to international brand customers. Currently, it has been imported into Japan, South Korea, North America, etc. Mass production for international brand customers. Dolby Atmos and DTS:X SoC products will be developed in 2020. Brand customers will be introduced in 2021 to complete the layout of medium and high-end products. In addition, there are also new product development plans for low-end products, which are expected to start in 2022. Mass production, can provide customers with a more comprehensive product portfolio.

Generalplus focuses on consumer electronics chips, product lines include voice, multimedia, and microcontroller chips, and product development ranks the market leader. The main applications include multimedia interactive toys, educational learning, voice and LCD control, MP3, consumer digital camcorders and MCU and other related applications. In the consumer product line, it is expected to maintain stable growth and profitability. In the multimedia product line, focusing on intelligent interactive robots, wearable devices, IoT start-up products, driving recorders, aerial recorders, sports DVs, etc., is expected to continue to grow in product development and market expansion. In the MCU product line, more emphasis will be placed on the planning and development of new product lines and the establishment of new customers, investing more resources and accelerating the expansion of product lines.

Sunplus Innovation Technology focuses on the development of computer peripheral application chips. Products include PC man-machine interface device chips, network camera chips, optical sensors, remote control ICs, etc. The sales in 2020 will mainly come from PC-related camera control chip solutions, consumer image processing solutions, computer mouse controller chips and remote control chips. Continue to deepen the image processing technology, and at the same time invest in the field of machine vision, add more value to the image product program, and can continue to grow steadily in the future.

Jumplux Technology focuses on peripheral chips for pre-installed vehicles. At present, the top ten customers account for about 100% of the total revenue. The customers are all Tier1 depot customers, with a sound structure and low risk. Tier1 customers' pre-installed car products were introduced into mass production. In the early days, the Sino-foreign joint venture brands of Europe and the United States in the mainland were the main ones. Starting from 2021, the top three domestic automakers in mainland China will also introduce their products into mass production. In addition, the USB Media Hub SPD10X series planned in 2020 will be redesigned to meet the needs of Tier1 customers for various brand models. Mass production will also be launched on Tier1 customers in 2021. Bringing new camp sports to the scene.

Long-term development:

Sunplus Technology includes all of the Group's consolidated entities, will continue to deepen its core competitiveness in all areas, strive to expand the market to increase market share, develop high value-added products to improve gross margin, observe the boom and market trends, adjust and optimize the product line Reinvestment to improve the performance of industry and industry investment, at the same time, it actively invests in the development of advanced technologies and products, expands the scale of operations, enriches the operating team and enhances the company’s visibility and image, in the hope of creating more profit for all shareholders.

60

6.2 Market Status

6.2.1 Market Analysis

a) Market Analysis by Region

Unit: NT$K, %

Area 2020 2020
Amount (NT$K) Percentage (%)
Asia 3,816,229 59.50
Taiwan 2,536,578 39.55
Others 61,333 0.95
Total 6,414,140 100.00

b) Market Share

According to the statistics of the International Institute of Obstetrics and Gastronomy of the Industrial Technology Research Institute, Taiwan’s IC industry output value in 2020 reached 3.222.2 billion yuan, an increase of 20.9% over 2019, a record high. The output value of the IC design industry was 852.9 billion yuan, a growth of 23.1% compared to 2019; the IC manufacturing industry was 1.820.3 billion yuan, a growth of 23.7% compared to 2019, of which foundry was 1.629.7 billion yuan, which was a growth compared to 2019 24.2%, memory and other manufacturing was 190.6 billion yuan, up 19.4% from 2019; IC packaging industry was 377.5 billion yuan, up 9% from 2019; IC testing industry was 171.5 billion yuan, up 11.1% from 2019. The company's combined revenue in 2020 is NT$6.41 billion, with a market share of approximately 0.8%.

c) Demand and Growth

The MIC pointed out that demand for special application chips (ASICs) is expected to increase in 2020, and Taiwan ’s IC design related companies are expected to benefit. Senior industry analyst Ye Zhenxiu pointed out that the demand for ASIC chips has always existed, but the rising demand has been observed since 2019. In the past, mainstream demand focused on 3C, but with the development of the Internet of Things, it has driven product categories toward diversified development, including AI Development has also opened up the market demand for customized chips in the cloud and terminals. Under this wave of demand, Taiwanese manufacturers are expected to benefit simultaneously. In addition to existing IC design service providers, traditional IC design manufacturers can also use the accumulated bottom layer in the past. IP is the basis for developing ASIC services, with advanced process development experience to provide services.

Ye Zhenxiu, senior industry analyst at MIC, said that Taiwan ’s IC design service revenue has maintained a growth rate of approximately 10% year-on-year. From this, it can be seen that demand is still growing steadily. Although ASIC accounts for a small proportion of the overall, customized services The high gross profit also attracts many traditional IC design companies to invest in it. Taking the dynamics of Taiwanese manufacturers as an example, in the past, IC design service providers such as Creative and Chihara provided ASIC design services. Now MediaTek and Lingyang have also established ASIC departments to develop their own IP and high-end process chip development through long-term accumulation Ability to assist customers to develop unique application chips and further expand applications to markets other than 3C. In the process part, the package integrates chips of different processes such as sensors, memory, and processing cores through the type of SiP module to improve chip computing efficiency and bring chip diversity. In view of this, Lingyang has invested a relatively large amount of resources in the IC development of the Smart Computing Project (Plus1) in the past few years, which can be applied to AI. As customers gradually understand acceptance and market demand increases, sales will have the opportunity to grow year by year.

Company Product Demands
Sunplus
Car infotainment &ADAS The automotive market in 2020
will decline compared to the
previous year. The severe
imbalance in semiconductor
supply caused by the epidemic
and the Sino-US trade conflict is
expected to not be significantly
eased in 2021. In 2021, it is
estimated that global demand for
new cars willgrow by10%

61

compared to 2020. However, the
uncertain factors are still the
development of the global
epidemic and the status of the
supply chain. Sunplus
Technology's mastery of the
supply chain is still at the
upper-middle level, and it is
cautiously optimistic about
maintaining the supply of
production capacity, and will
adjust the supply in more detail
based on the customer's material
preparation status.
Generalplus Education and learning toys Electronic education toys have
been more than ten years of
history, because of its excellent
interaction and sound and light
effects, can help children to learn
from the shape, name, number to
text and so on, through fun games
and interactive processes, due to
the prevalence of smart phones
and tablet PCs, for school age
children and adolescents, in the
electronic trend, manufacturers
have also begun to launch such as
Tablet PC learning platform,
children in the subtle, but also
because the learning effect is
better than traditional books
development of fast learning, so
the market continues to grow
rapidly.
Intelligent interactive toys The field of smart interactive toys
is the company's key development
direction and is the IC design
company with the highest market
share. In addition, in high-end
products, 16 / 32-bit SoC control
chips are also used in countless
products every year, such as
karaoke, electronic pianos,
children's cameras, TV interactive
entertainment platforms and
wearable devices. In addition,
intelligent photorealistic pets and
robots are currently the hottest
topics. Under the trend of aging,
more products have been
designed to be used by older
ethnicgroups.
Wireless charging At present, the top five mobile
phone brands (Apple, Samsung,
Huawei, Xiaomi, Oppo) officially
support wireless charging,
showing that the market is
constantly following this trend.
The most representative is Apple's
Bluetooth wireless headset
AirPods chargingbox also

62

launched wireless charging
Version, allowing this application
to quickly spread to a variety of
products, and even in the newly
launched AirPods Pro, the
original wireless charging was
changed from optional to standard
equipment. The volume will
continue to increase.
Driving recorder market The global overall driving
recorder market has a growth rate
of about 15%. The latest
electronic rearview mirror and
voice control are popular products
this year. In 2019, Lingtong still
steadily occupies China's overall
domestic and foreign sales in the
driving recorder market. 4 ~ More
than 50% of the market share. In
addition, the market share of
children's cameras is estimated to
exceed 60%.
Sunplus Innovation Image signal processing chip Cameras are mainly used around
the platform. Camera demand has
great potential opportunities in
smart home appliances and new
retail. The company has invested
in research and development in
this high-end imaging product
direction to create new products
and applications suitable for
machine vision. In addition, it is
also actively increasing non-PC
related product lines, such as
wireless remote control of
high-speed camera and car
camera,etc.
Jumplux Front-loading peripheral market The automobile is hailed as the
fourth C after the 3C market in the
electronics industry. Especially
with the joint investment of the
automobile and electronics
industries, the market has begun
to accelerate development, and
the industry, government, and
academia are also optimistic about
its future potential. According to
the international management
consulting company Bain &
Company ’s report pointed out
that the ADAS ecological supply
chain includes inter-vendor
technology, software, hardware
and services. The output value in
2025 is $ 26 billion. In addition to
the MediaHub that has been
shipped, the current scene is also
actively invested Development
with related peripheral chips, such
as pre-installed car audio class AB
power amplifier chip,MIPI

63

APHY TX RX chip.

d) Advantages and disadvantages of competitive advantages and development prospects

  • (1) Competition Analysis

  • (a) Accumulation and impartation of the experience of the R&D team The company since its inception in 1990 that is positioned as IC design company, management team has established a complete product development, technology management, marketing and other systems, and passed on to the backward employees , s o that technology without fault, customers less complain, the staff personal growth achievements. In addition, Sunplus and actively establish a patent layout, so that the core IP research and development can create more value.

  • (b) Focus on high-level consumer IC market, enlarge the distance from competitors Since the IC market is extremely competitive and stagnation is an ever-present trap, we keep on bringing in a large number of R&D resources to develop new high-level consumer products and widening the distance between us and other competitors. Meanwhile, Sunplus’ numerous product lines give us a tremendous advantage over our competitors. We are the kind of customer that prized by most wafer foundries because our wafer demand does not fluctuate when a few products are eliminated. Due to our steady stream orders to our wafer suppliers, we enjoy more consistent wafer supply during peak seasons over our competitors. This also allows us to keep our wafer costs at a competitive rate.

  • (c) Strategic cooperation with upper stream and down- stream factories In recent years, Sunplus has increased cooperation between our upper stream and down-stream factories. We believe that this new strategic and more dynamic cooperation relationship will bring positive contributions to our production and marketing in the long term.

  • (d) Maintain long-term and stable cooperative relationship with customers Consumer electronic products rely on IC to raise their added-on value; consequently the manufacturers and brand-names choose their IC suppliers with extreme caution by evaluating their product specification, features, delivery term, yield rate, and sales service. IC design houses have to work in coordination with customers to build up long-term relationship and facilitate the cooperation.

Sunplus is always devoted itself to cutting-edge technology development and have accumulated IC design expertise. We also adopted distributors as expanding sales channels to reach more customers with strongly support and best service. Till today, we have sustained a strong relationship with a lot of end-product manufacturers worldwide.

  • (2) Advantages

  • (a) Sunplus offers high value-added products to enable customer to win the market.

  • (b) The growing demand for SoC complicates IC product development and raises the entry barrier, which benefits IC design companies with rich resources like Sunplus.

  • (c) Sunplus has strong IC design capability to meet customers’ requirements for time to market and costs reduction.

  • (d) Sunplus has built up long-term relationship with wafer foundries due to our steady demand for wafers, and therefore we can get stable supply and lower prices from wafer foundries.

  • (e) Sunplus have developed a strong technology and customer base on car entertainment IC that makes Sunplus easier to get into automotive ADAS applications

  • (3) Disadvantages

  • (a) The competitors are mainly international and big IC design companies.

  • (b) Revenue and growth are slowing down due to poor PC demands.

  • (c) SoC design and integration of features and functions, which developing products costs are a lot more than before, has become the trend of IC design.

  • (d) Consumer application demands link to world economics.

  • (e) There is high entry-barrier to get into automotive market.

  • (4) Business Strategy

64

  • (a) Developing new and high value-added products.

  • (b) Process migration to make per wafer productivity higher and drive cost down. (c) Expanding strategic partnership with clients to create win-win situation.

  • (d) Collaboration with partners to broaden IP licensing sources.

65

6.2.2 Product Applications and Development Flow

a) IC Development Flow

==> picture [395 x 195] intentionally omitted <==

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

Product Spec.
Product Spec.
Mask Making Packaging
IC DesignIC Design System DesignSystem Design Wafer Foundry Final Testing
& Layout & Coding
& Layout & Coding
Wafer After Sales
Tape Out Wafer After Sales
Tape Out C.P. TestingC.P. Testing ServiceService
----- End of picture text -----

In the product development flow, Sunplus focuses on IC design, system design, wafer testing and sales services but out-sources most aspects of the manufacturing including mask making, wafer fabrication, wafer sawing, packaging, and final testing.

6.2.3 Major Suppliers

The major materials are wafers, at present the main suppliers for domestic and foreign wafer foundry manufacturers, whose wafer supplements are sufficient and stable.

Main raw material name Major suppliers Supply status
Wafer A, B, C Quality and supply stability,
long-term cooperation, the supply
situation isgood.

66

6.2.4 Major Customers and Suppliers in the Recent Two Years

a) Major Customers

Unit: NT$K

2019 2019 2019 2019 2020 2020 2020 2020 End of March, 31, 2021 End of March, 31, 2021 End of March, 31, 2021 End of March, 31, 2021
Customer Sales
Amount
% of
Total
Sales
Relation
with
Sunplus
Customer Sales
Amount
% of
Total
Sales
Relation
with
Sunplus
Customer Sales
Amount
% of
Total
Sales
Relation
with
Sunplus
A 844,237 15.39 No A 1,011,656 15.77 No C 278,850 16.42 No
B 651,715 11.88 No C 790,658 12.33 No A 272,785 16.06 No
D 468,794 8.54 No B 697,017 10.87 No B 174,276 10.26 No
Others 3,521,914 64.19 Others 3,914,809 61.03 Others 972,416 57.26
Net sales 5,486,660 100.00 Net sales 6,414,140 100.00 Net sales 1,698,327 100.00

b) Major Supplier

Unit: NT$K

2019 2019 2020 2020 2020 2020 End of March, 31, 2021 End of March, 31, 2021 End of March, 31, 2021 End of March, 31, 2021
Supplier Purchasing
Value
% of Total
Purchasing
Relation with
Sunplus
Supplier Purchasing
Value
% of Total
Purchasing
Relation
with Sunplus
Supplier Purchasing
Value
% of Total
Purchasing
Relation
with
Sunplus
A 762,121 39.81
No
A 995,805
43.52
No A 252,156 39.67 No
C 188,444 9.84
No
C 186,471
8.15
No C 42,457 6.68 No
B 145,227 7.59 No B 176,449 7.71 No D 22,993 3.62 No
Others 818,577 42.76 Others 929,324
40.62
Others 318,016 50.03
Netpurchase 1,914,369 100.00 Netpurchase 2,288,049
100.00
Netpurchase 635,622 100.00

67

6.2.5 Production

Unit: thousand pcs, NT$K

6.2.5 Production Unit: thousandpcs,NT$K Unit: thousandpcs,NT$K Unit: thousandpcs,NT$K
Year
Product

2019
2020
Capacity Output Value Capacity Output Value
Multimedia ICs - 547,812 3,041,599 - 723,493 3,384,451
IC income - 17 22,248 - 2 128
Total - 547,829 3,063,847 - 723,495 3,384,579

Note: Sunplus out-sourced production to wafer foundries, so there is no capacity limitation.

6.2.6 Sales

Unit: thousand pcs, NT$K

Year
Product
2019 2019 2019 2019 2020 2020 2020 2020
Local Export Local Export
Quantity Sales Quantity Sales Quantity Sales Quantity Sales
IC income 189,589 1,940,267 363,463 3,170,477 282,310 2,478,845 432,105 3,361,454
Other ICs - 15,969 - 385,617 - 57,733 137 516,108
Total 189,589 1,956,236 363,463 3,556,094 282,310 2,536,578 432,242 3,877,562

6.3 Personnel Structure

6.3 Personnel Structure 6.3 Personnel Structure
Year 2019 2020 End of
March 31, 2021
Workforce Structure by Job Function R&D 710 739 735
Production 72 71 72
Administration 284 280 281
Total 1,066 1,090 1,088
Average Age 32.7 36.9 38.3
Average Years Served 5.14 6.88 9.17
Workforce Structure by Education Degree Ph.D. 1% 1% 1%
Master 40% 41% 40%
Bachelor 49% 47% 50%
Other Higher Education 6% 8% 6%
High School 4% 3% 3%
Total 100% 100% 100%

68

6.4 Environmental Protection &

Expenditures

6.4.1 Environmental Protection

The company is a high-tech integrated circuit professional IC design firms, in the Hsinchu Science and Technology Industrial Park in the semiconductor research and development, all products commissioned at home and abroad well-known integrated circuit manufacturers manufacturing wafer, relevant aspects of the environmental pollution regulations and the losses caused by non-violation of environmental regulations.

The vast majority of the company's office operations, no facilities and equipment to produce harmful pollution sources, no expenditure on environmental protection operations. On the product, the foundry, package, and test foundry with the best combination of quality, cost, and production efficiency are entrusted to reduce the consumption of defective products and effectively reduce environmental expenditure directly and indirectly. If defective products are produced, they are currently qualified manufacturers. Unpaid cleaning, no clean-up costs.

Sunplus does not violate any EPA regulation regarding pollutants and environmental protection.

To adhere to the conception of Earth Vision, Sunplus has established the environment protection system for fulfilling policies, social responsibilities and obligations, and been ISO-14001 certified.

To reduce the environmental impact of E-Waste, Sunplus supplies customers with hazardous substances free (HSF) and satisfying products, and has been IECQ QC080000 certified. In order to reduce the impact of the greenhouse effect on the climate, Sunplus Technology conducts independent investigation of greenhouse gas emissions in accordance with the ISO14064 standard and 2011 as the base year of inspections in the Republic of China, and exposes it in the Corporate Social Responsibility Report (CSR Report), according to the results of the self-examination, the annual

69

greenhouse gas emissions in the past three years (2018-2020) are 4585.41, 4471.34 and 4,056.33 (tons-CO2 equivalent), which belong to [Scope 1]. Direct emitters (such as official vehicle fuel consumption and generator oil) are only About 0.0001% (2020 Scope 1 is 3.67 kg-CO2 equivalent). The rest belong to [Scope 2], indirect emissions from purchased electricity and other energy sources.

Sunplus is an IC design industry. More than 99.99% of greenhouse gas emissions are indirect emissions. The emission sources mainly come from water and electricity required by air conditioning and office lighting. The factory monitoring system has made air conditioning equipment more efficient. , And at the same time promote energy-saving concepts and actions to colleagues, with the goal of reducing more than 2% per year to reduce unnecessary waste. In recent years, they have reached the standard. (Compared with 2019, greenhouse gas emissions in 2020 will be significantly reduced by 9.28%) In addition, it also actively strengthens employees’ awareness of environmental protection, promotes waste reduction, recycling, energy saving and water conservation, and saves energy and resource consumption, in order to reduce the impact on the environment.

6.4.2 Working Environment

As a leading company in IC design, caring for and taking care of the company’s workers is the company’s primary responsibility. We provide facilities and environments that are superior to occupational safety and health laws and regulations, and set up dedicated organizations and personnel in accordance with the law to implement environmental safety and health management related matters. Relevant machinery and equipment in employees' workplaces are subject to regular automatic inspections in accordance with the law, and labor working environment monitoring is implemented every six months (April and October each year) to ensure the safety of employees, the environment and equipment. The company implements health inspections for general employees and senior executives that are better than legal requirements every year to ensure that every employee can grasp their own health status. There is also a medical care room, where professional

70

doctors are stationed every two months to provide staff health consultation services, and health promotion activities are arranged from time to time. More importantly, we provide a good breastfeeding room for working women, equipped with refrigerators and electric breastfeeding equipment, and passed the Hsinchu County workplace friendly nursing room certification in 2015, so that every mother in need Work with peace of mind; in 2020, it will be certified by the Occupational Safety and Health Administration of the Ministry of Labor to protect the physical and mental health of every colleague. In addition, since April 2018, the company has promoted the establishment of an occupational safety and health management system. In 2019, it has obtained ISO45001: 2018 Occupational Health and Safety Management Systems and CNS15506: 2011 (TOSHMS, Taiwan). Occupational Safety and Health Management System) Taiwan Occupational Safety and Health Management System, two Occupational Safety and Health Management System certifications; in response to the revision of TOSHMS to CNS45001, it has been applied for conversion to the new version on 2019/12/26 and passed the verification.

verification.
Management
system
International
standard code and
version
Valid from Valid until
Environmental
Management
System

ISO14001:2015
2017/02/10 2023/02/09
Occupational
safety and
health
management
system
ISO45001:2018 2019/02/25 2022/02/24
TOSHMS
(CNS15506:2011)註
2019/03/12 2021/03/11
TOSHMS
(CNS45001:2018)
2020/02/07 2022/02/24

Note: Sunplus Technology's TOSHMS (CNS15506:2011) certification has been applied for a new version of the verification on December 26, 2019, and the standard code is CNS45001:2018.

71

6.5 Employees

6.5.1 Employee Welfare

We strive to provide a clean and supportive environment for our employees. We established an Employee Welfare Committee to operate welfare activities including emergency aid, educational grants, book purchase subsidies, social club activities and overseas trips. We also comply with the Labor Standards Law to conduct labor insurance and retirement system programs, and participation with the National Health Insurance plan according to the National Health Insurance Act. Moreover, we also handle group insurance and insurance for employees’ family to ensure security for our employees.

6.5.2 Pension Plan

Sunplus has a pension plan for all regular employees, which provides benefits according to the Labor Standard Law. The Company makes monthly contributions, equal to 2% of salaries, to the pension fund, which is administered by a pension fund monitoring committee. The contributions are deposited in the committee’s name in the Central Trust of China. Since July 1, 2005, employees who choose Labor Pension Act Implementation Rules of the Labor Pension, the Company makes monthly contributions, equal to 6% of salaries to the personal pension fund of Bureau of Labor Insurance.

6.5.3 Other Affairs

Sunplus have smooth commutation channels with employees. Employees could address their opinions to management team directly. All operations are based on the Labor Standard Law. Sunplus’ labor relations are outstanding. We are proud to say that there has not been a single loss resulting from a labor dispute since the establishment of the company.

6.5.4 Training

The Company provides various kinds of external professional training courses & internal training regarding management, professional skills, general skills, special skills, and self-development.

72

6.5.5 Loss from Controversy between Labor and Management

None

6.6 Important Contracts

Contract Counter
Party
Term Content Restriction
Lease of
Land
Hsinchu
Science Park
Administration
1995/8/01-2034/12/31 Lease of Land Self-use
Lease of
office
Hsinchu
Science Park
Administration
2019/01/01~2023.12.31 Lease of office -
Licensing ARM Limited 2007.12.27 ~ ARM7
TDMI-Score
Only
license
Generalplus
Licensing ARM Limited 2010.06.01 ~ CORETEX-A8
Score
Only
license
Generalplus
Licensing ARM Limited 2008.03.09 ~ ARM926EJ-Score Only
license
Generalplus
Licensing ARM Limited 2016.03.09~ ARM
CORTEX –M0
Only
license
Generalplus

VII. Financial Statements

7.1Condensed Financial Statement and

Auditors’ Opinions by adopting IFRSs

7.1.1 Condensed Balance Sheet by adopting IFRSs-Consolidated

Unit: NT$K

Year Recent 5 Years (Note 1) End of

73

Item Item Item 2016 2017 2018 2019 2020 March 31,
2021
(Note 3)
Current Assets 8,792,142 8,561,910 6,638,302 5,940,147 6,777,941 6,887,267
Fixed Assets 2,265,910 2,164,154 2,052,359 1,968,803 1,971,252 1,948,088
Intangible Assets 191,024 196,131 178,521 176,233 328,591 352,220
Other Assets 3,379,946 2,557,784 3,057,802 3,404,584 3,542,805 3,858,210
Total Assets 14,629,022 13,479,979 11,926,984 11,489,767 12,620,589 13,045,785
Current
Liabilities
Before
Distribution
3,045,403 2,190,116 1,684,729 1,342,416 1,824,672 1,723,533

After
Distribution
3,134,084 2,517,667 1,684,729 1,342,416 (Note 2) (Note 2)
Non-Current Liabilities 895,442 646,578 374,649 574,660 776,916 962,032
Total
Liabilities
Before
Distribution
3,940,845 2,836,694 2,059,378 1,917,076 2,601,588 2,685,565

After
Distribution
4,029,526 3,164,245 2,059,378 1,917,076 (Note 2) (Note 2)
Equity Attributed to
Shareholder of the
parent
9,024,254 8,966,236 8,465,942 8,178,533 8,413,763 8,643,725
Capital Stock 5,919,949 5,919,949 5,919,949 5,919,949 5,919,949 5,919,949
Capital Surplus 911,110 835,241 801,398 594,432 500,820 501,727
Retain
Earnings
Before
Distribution
2,012,196 2,336,709 2,250,839 1,988,579 2,317,473 2,535,048
After
Distribution
1,923,515 2,009,158 2,250,839 1,988,579 (Note 2) (Note 2)
Unrealized Gain (Loss)
on Financial
Merchandise
244,400 (62,262) (442,843) (261,026) (261,078) (249,598)
Cumulative translation
adjustments
(63,401) (63,401) (63,401) (63,401) (63,401) (63,401)
Unrealized Net Loss on
the Costs of Pensions
1,663,923 1,677,049 1,401,664 1,394,158 1,605,238 1,716,495
Total
Equity
Before
Distribution
10,688,177 10,643,285 9,867,606 9,572,691 10,019,001 10,360,220
After
Distribution
10,599,496 10,315,734 9,867,606 9,572,691 (Note 2) (Note 2)

Note 1: Figures are audited by adopting IFRSs Note 2: The 2020 year surplus distribution proposal is yet to be

74

approved by the shareholders meeting Note 3: Figures are reviewed by CPA adopting IFRSs

75

7.1.2 Balance Sheet by adopting IFRSs- Standalone

Unit: NT$K

Unit: NT$K Unit: NT$K Unit: NT$K Unit: NT$K Unit: NT$K
Year
Item
Recent 5 Years (Note 1)
2016 2017 2018 2019 2020
Current Assets 3,267,397 2,942,735 1,909,420 1,292,316 1,555,277
Fixed Assets 722,145 682,943 687,187 688,706 700,554
Intangible Assets 68,497 62,141 86,495 86,258 243,470
Other Assets 6,465,991 6,055,212 6,268,285 6,663,491 6,826,298
Total Assets 10,524,030 9,743,031 8,951,387 8,730,771 9,325,599
Current
Liabilities
Before
Distribution
898,923 604,818 413,663 312,929 471,763

After
Distribution
987,604 932,369 413,663 312,929 (Note
2)
Non-Current Liabilities 600,853 171,977 71,782 239,309 440,073
Total
Liabilities
Before
Distribution
1,499,776 776,795 485,445 552,238 911,836

After
Distribution
1,588,457 1,104,346 485,445 552,238 (Note
2)
Equity Attributed to
Shareholder of the
parent
Capital Stock 5,919,949 5,919,949 5,919,949 5,919,949 5,919,949
Capital Surplus 911,110 835,241 801,398 594,432 500,820
Retain
Earnings
Before
Distribution
2,012,196 2,336,709 2,250,839 1,988,579 2,317,473
After
Distribution
1,923,515 2,009,158 2,250,839 1,988,579 (Note
2)
Unrealized Gain (Loss)
on Financial
Merchandise
244,400 (62,262) (442,843) (261,026) (261,078)
Cumulative translation
adjustments
(63,401) (63,401) (63,401) (63,401) (63,401)
Unrealized Net Loss on
the Costs of Pensions
- - - - -
Total Before 9,024,254 8,966,236 8,465,942 8,178,533 8,413,763

76

Item Year Recent 5 Years (Note 1) Recent 5 Years (Note 1) Recent 5 Years (Note 1) Recent 5 Years (Note 1) Recent 5 Years (Note 1)
2016 2017 2018 2019 2020
Equity Distribution
After
Distribution
8,953,573 8,638,685 8,465,942 8,178,533 (Note
2)
  • If the company has prepared individual financial reports, it should prepare a separate condensed balance sheet and consolidated profit and loss statement for the individual in the last five years.

  • If the financial information using IFRS is less than 5 years, the

following table (2) Financial information using my country’s financial accounting standards should be prepared separately. Note 1: Figures are audited by adopting IFRSs

Note 2: The 2020 surplus distribution table is yet to be approved by the shareholders meeting

77

7.1.3 Condensed Income Statement adopting IFRSs -Consolidated

Unit: NT$K Unit: NT$K Unit: NT$K Unit: NT$K Unit: NT$K Unit: NT$K
Year
Item
Recent 5 Years (Note 1) End of
March
31, 2021
(Note 2)
2016 2017 2018 2019 2020
Net Sales 7,556,045 6,820,237 6,077,733 5,486,660 6,414,140 1,698,327
Gross Profit
(Loss)
3,202,488 2,736,766 2,429,384 2,348,905 2,925,096 843,980
Income from
Operation
(Loss)
236,391 47,185 (89,790) 131,741 516,167 121,560
Non-operating
Income
(Expense)
129,776 587,470 293,780 112,479 268,571 261,356
Income
(Loss)Before
Tax
366,167 634,655 203,990 244,220 784,738 382,916
Income (Loss)
From
Operations of
Continued
Segments
(Loss)
272,506 551,228 142,323 174,752 618,827 317,479
Income (Loss)
From
Operations of
Discontinued
Segments
- - - - - -
Consolidated
Net Income
(Loss)
272,506 551,228 142,323 174,752 618,827 317,479
Other
comprehensive
income (Loss)
for the period,
net of income
tax
(113,556) (320,167) (131,361) (102,073) 5,718 8,722

78

Year
Item
Recent 5 Years (Note 1) Recent 5 Years (Note 1) Recent 5 Years (Note 1) Recent 5 Years (Note 1) Recent 5 Years (Note 1) End of
March
31, 2021
(Note 2)
2016 2017 2018 2019 2020
Total
Comprehensive
Income (Loss)
for the Period
158,950 231,061 10,962 72,679 624,545 326,201
Net Profit
(Loss)
Attributable to:
Owner of the
Company

120,187
421,458 5,616 15,309 323,403 217,575
Net Profit
(Loss)
Attributable to:
Non-controlling
interests

152,319
129,770 136,707 159,443 295,424 99,904
Total
Comprehensive
Income (Loss)
Attributable to:
Owner of the
Company
26,577 109,174 (120,733) (77,049) 326,913 229,055
Total
Comprehensive
Income (Loss)
Attributable to:
Non-controlling
interests
132,373 121,887 131,695 149,728 297,632 97,146
Earnings per
share(Loss)
0.20 0.72 0.01 0.03 0.55 0.37

Note 1: Figures are audited for the past-5 years by CPA adopting IFRSs Note 2: Figures are audited by adopting IFRSs.

79

7.1.4 Condensed Income Statement adopting IFRSs -Standalone

Unit: NT$K

Unit: NT$K Unit: NT$K Unit: NT$K Unit: NT$K Unit: NT$K
Year
Item
Recent 5 Years (Note 1)
2016 2017 2018 2019 2020
Net Sales 1,904,224 1,365,802 1,238,780 1,235,269 1,168,660
Gross Profit(Loss) 767,713 473,255 429,308 499,903 482,591
Income from
Operation(Loss)
(79,166) (273,494) (239,614) (269,444) (352,417)
Non-operating
Income(Expense)
200,242 694,952 247,374 289,540 676,322
Income
(Loss)Before Tax
121,076 421,458 7,760 20,096 323,905
Income(Loss)
From Operations
of Continued
Segments(Loss)
120,187 421,458 5,616 15,309 323,403
Income(Loss)
From Operations
of Discontinued
Segments
- - - - -
Net Income
(Loss)
120,187 421,458 5,616 15,309 323,403
Other
comprehensive
income (Loss) for
the period, net of
income tax
(93,610) (312,284) (126,349) (92,358) 3,510
Total
Comprehensive
Income(Loss) for
the Period
26,577 109,174 (120,733) (77,049) 326,913
Net Profit(Loss)
Attributable to:
Owner of the
Company
120,187 421,458 5,616 15,309 323,403

80

Net Profit
(Loss)Attributable
to:
Non-controlling
interests
- - - - -
Total
Comprehensive
Income
(Loss)Attributable
to:
Owner of the
Company
26,577 109,174 (120,733) (77,049) 326,913
Total
Comprehensive
Income
(Loss)Attributable
to:
Non-controlling
interests
- - - - -
Earnings per
share(Loss)
0.20 0.72 0.01 0.03 0.55
  • If the company has prepared individual financial reports, it should prepare a separate condensed balance sheet and consolidated profit and loss statement for the individual in the last five years. * If the financial information using IFRS is less than 5 years, the following table (2) financial information using my country’s financial accounting standards should be prepared separately.

Note 1: Figures are audited for the past-5 years by CPA adopting IFRSs

81

7.1.5 Auditors’ Opinions

Year CPA Audit Opinion
2016 Zheng-Zhi Lin, Shu-Jay
Huang
An unqualified opinion
2017 Zheng-Zhi
Lin,
Shu-JayHuang
An unqualified opinion
2018 Zheng-Zhi
Lin,
Yu-FengHuang
An unqualified opinion
2019 Zheng-Zhi
Lin,
Yu-FengHuang
An unqualified opinion
2020 Zheng-Zhi
Lin,
Mei-Zhen Cai
An unqualified opinion

82

7.2 Financial Analysis for recent 5 years

7.2.1 Financial Analysis (consolidated by IFRSs)

Unit: NT$K

Unit: NT$K Unit: NT$K
Year
Analysis Item
Recent 5 years (Note 1) End
of
Mar
ch
31,
2021
(Not
e 2)
201
6
201
7
201
8
201
9
202
0
Capita
l
Struct
ure
Debts ratio (%) 26.9
3
21.0
4
17.2
6
16.6
8
20.6
1
20.5
8
Long-term fund to
Property, plant and
equipment(%)
495.
04
503.
31
480.
79
486.
21
518.
65
551.
32
Liquid
ity
Current ratio (%) 288.
70
390.
93
394.
02
442.
49
371.
46
399.
60
Quick ratio (%) 251.
00
319.
47
326.
66
368.
28
304.
99
325.
49
Times interest earned
(times)
1,02
0.20
2,51
9.94
956.
27
1,08
2.81
5,08
3.72
11,1
25.5
1
Operat
ing
Perfor
mance
Average collection
turnover(times)
5.29 5.49 5.64 6.17 6.29 6.06
Average collection days 69 66 65 59 58 60
Inventory turnover
(times)
4.18 4.37 3.99 3.97 4.30 3.67
Payment turnover(times) 6.23 5.60 6.03 7.49 8.69 7.11
Average inventory
turnover days
87 83 91 92 85 99
Fixed assets turnover
(times)
2.59 3.07 2.88 2.74 3.25 3.46
Property, plant and
equipment turnover
(times)
0.50 0.48 0.47 0.47 0.53 0.52
Profita
bility
Return on total assets(%) 2.02 4.07 1.27 1.66 5.23 2.49
Return on stockholders’ 2.48 5.16 1.38 1.79 6.31 3.11

83

equity (%)
Profit before tax to
paid-in capital (%)
(Note 8)
6.19 10.7
2
3.44 4.12 13.2
5
6.46
Profit after tax to net
sales(%)
3.60 8.08 2.34 3.17 9.64 18.6
9
Earningsper share(NT$) 0.20 0.72 0.01 0.03 0.55 0.37
Cash
Flow
Cash flow ratio (%) 40.6
9
14.3
7
16.8
5
48.5
4
43.4
1
8.30
Cash flow adequacy ratio
(%) (Note3)
54.3
6
77.5
0
56.7
1
81.5
9
79.2
8
64.6
5
Cash flow reinvestment
ratio(%)
4.08 Not
e 4
Not
e 4
2.44 3.85 1.10
Lever
age
Operating leverage 11.5
4
49.6
6
Not
e 5
15.9
8
5.24 5.96
Financial leverage 1.20 2.25 Not
e 5
1.23 1.03 1.03
Variation Analysis 2020 vs. 2019
1. The increase in the ratio of liabilities to assets was mainly due to the
increase in long-term loans this year.
2. The increase in interest protection multiples was mainly due to the
increase in net profit before income tax and interest expenses for the
year.
3. The increase in return on assets and return on equity was mainly due
to the increase in net profit after tax caused by the increase in operating
profits this year.
4. The increase in the ratio of pre-tax net profit to paid-in capital, net
profit ratio, and earnings per share was mainly due to the increase in net
profit after tax due to the increase in operating profit this year.
5. The increase in cash reinvestment ratio was mainly due to the
increase in net cash flow from operating activities this year.
6. The decrease in operating leverage was mainly due to the increase in
operating profit thisyear.

Note 1: Figures have been audited by adopting IFRSs. Note 2: Figures 1Q’21ave been audited by adopting IFRSs. Note 3: Cash flow adequacy ratio of 2016~2017 is calculated based on the data by Taiwan GAAP.

Note 4: Figures not listed due to cash flow from operating less than cash dividends.

Note 5: Figures not listed due to operating loss.

84

Note 6: for those stock without par value or par value not equal to NT$10, the ratio of Operating income to paid-in capital (%) is calculated by ratio to attributable to Owner of the Company.

7.2.2 Financial Analysis (Standalone) by IFRSs Unit: NT$K

Unit: NT$K Unit: NT$K
Year
Analysis Item
Recent 5 years (Note 1)
2016 2017 2018 2019 2020
Capital
Structure
Debts ratio
(%)
14.25 7.97 5.42 6.32 9.77
Long-term
fund to
Property,
plant and
equipment
(%)
1,322.92 1,327.52 1,231.97 1,187.52 1,230.27
Liquidity Current ratio
(%)
363.47 486.54 461.58 412.97 329.67
Quick ratio
(%)
319.86 426.00 393.47 315.12 246.63
Times
interest
earned
(times)
687.97 5,155.27 259.53 396.35 5,199.26
Operating
Performance
Average
collection
turnover
(times)
4.26 4.95 6.65 7.88 7.44

Average
collection
days
86 74 55 46 49
Inventory
turnover
(times)
3.23 3.34 3.03 2.77 2.38
Payment
turnover
8.57 6.33 6.61 8.61 8.18

85

(times)
Average
inventory
turnover
days
113 109 120 132 153
Fixed assets
turnover
(times)
2.59 1.94 1.80 1.79 1.68
Property,
plant and
equipment
turnover
(times)
0.17 0.13 0.13 0.13 0.12
Profitability Return on
total assets
(%)
1.25 4.22 0.10 0.23 3.63
Return on
stockholders’
equity (%)
1.29 4.68 0.06 0.18 3.89
Profit before
tax to paid-in
capital (%)
(Note 4)
2.04 7.11 0.13 0.33 5.47
Profit after
tax to net
sales(%)
6.31 30.85 0.45 1.23 27.67
Earnings per
share(NT$)
0.20 0.72 0.01 0.03 0.55
Cash Flow Cash flow
ratio (%)
(Note2)
86.72 51.41 54.00 36.66 20.98
Cash flow
adequacy
ratio(%)
84.41 137.53 92.68 88.14 64.21
Cash flow
reinvestment
ratio(%)
2.49 0.15 Note 5 Note 5 Note 5
Leverage Operating
leverage
Note 3 Note 3 Note 3 Note 3 Note 3

86

Financial Note 3 Note 3 Note 3 Note 3 Note 3 leverage Variation Analysis 2017 vs. 2016 (1) The increase in the ratio of liabilities to assets was mainly due to the increase in long-term loans this year.

(2) The decrease in current ratio and quick ratio was mainly due to the increase in accounts payable.

(3) The increase in interest protection multiples was mainly due to the increase in net profit before tax this year.

(4) The increase in return on assets and return on equity was mainly due to the increase in the profit and loss share of subsidiaries and affiliates that adopted the equity method during the year, which resulted in an increase in net profit after tax.

(5) The increase in the ratio of net profit before tax to paid-in capital, net profit ratio and earnings per share was mainly due to the increase in the profit and loss share of subsidiaries and affiliates that adopted the equity method during the year, which resulted in the increase in net profit after tax. (6) The decrease in cash flow ratio and allowable cash flow ratio was mainly due to the decrease in net cash inflow from operating activities.

  • If the company has prepared individual financial reports, it should separately prepare an analysis of the company's individual financial ratios.

  • If the financial information adopting IFRS is less than 5 years, the following table (2) financial information adopting my country’s financial accounting standards should be prepared separately.

  • Capital Structure Analysis

  • (1) Debts ratio = Total Liabilities/Total Assets (2) Long term fund to = (Total Equity + Non-Current Liabilities)/ Property, plant and Property, plant and equipment equipment

  • Liquidity Analysis (1) Current Ratio = Current Assets/Current Liabilities (2) Quick Ratio = (Current Assets – Inventories – Prepaid Expenses)/Current Liabilities

(3) Times Interest = Earnings before Interest and Taxes/Interest Earned Expenses

  1. Operating Performance Analysis

87

  • (1) Average = Net Sales/Average Trade Receivables Collection Turnover (2) Average = 365/Receivables Turnover Rate Collection Days (3) Average Inventory = Cost of Sales/Average Inventory Turnover (4) Average Payment = Cost of Sales/Average Trade Payables Turnover (5) Average Inventory = 365/Average Inventory Turnover Turnover Days (6) Property, plant and = Net Sales/ Average Property, plant and equipment Turnover equipment (7) Total Assets = Net Sales/Average Total Assets Turnover

  • Profitability Analysis (1) Return on Total Assets

    • = {Net Income + Interest Expense × (1 – Effective tax rate)}/Average Total Assets = Net Income/Average Total Equity
  • (2) Return Ratio on = Net Income/Average Total Equity Stockholders’ Equity (3) Profit after Tax to = Net Income/Net Sales Net Sales (4) Earnings Per = (Net Profit Attributable to Owner of the Shares Company – Preferred Stock Dividend)/ Weighted Average Number of Shares Outstanding

  • Cash Flow

  • (1) Cash Flow Rate (2) Cash Flow Adequacy Ratio

  • (3) Cash flow reinvestment ratio

  • = Net Cash Provided by Operating Activities/Current Liabilities = Five-Year Cash from Sum of Operations /(Five-Year Capital Expenditure + Inventory Increase + Cash Dividend)

  • = (Net Cash Provided by Operating Activities – Cash Dividend)/( Property, plant and equipment + Long-term Investment + Other Non-current Assets + Working Capital) (Note3)

  • Leverage (1) Operating Leverage

  • = (Net Sales – Operating Expenses & Cost)/Operating Income (Note4)

88

(2) Financial Leverage = Operating Income/(Operating Income – Interest Expenses)

Note 1: Figures have been audited by adopting IFRSs. Note 2: The calculation of the cash flow tonnage ratio 2016 is calculated using the previous year's ROC information.

Note 3: Net operating loss, it is not listed Note 4: for those stock without par value or par value not equal to NT$10, the ratio of Operating income to paid-in capital (%) is calculated by ratio to attributable to Owner of the Company Note 5: The net cash flow from operating activities is less than the number of cash dividends issued, so it is not listed.

89

7.3 Audit Committee’s Report

Sunplus Technology Co., Ltd. Audit Committee’s Report

The board of directors prepares the company’s 2020 business report, financial statements, and surplus distribution proposals, etc. The Deloitte & Touche CPA firm has audited the financial statements, and issued an audit report. The above-mentioned business report, financial statement and surplus distribution proposal have been checked by the review committee and found that there is no discrepancy. According to Article14-4of Securities Exchange Law and Article 219 of the Company Law, I hereby submit this report.

To Sunplus 2021 Annual General Shareholders’ Meeting

Sunplus Technology Co., Ltd. Audit Committee Convener,

Che-Ho Wei March 29th, 2021

90

7.4 Consolidated Financial Statements and Auditors' Audit Report

Sunplus Technology Company Limited and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019 and Independent Auditors’ Report

91

Sunplus Technology Company Limited and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019 and Independent Auditors’ Report

92

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2020 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard No. 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

Sunplus Technology Company Limited

By

CHOU-CHYE HUANG Chairman March 29, 2021

  • 1 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Sunplus Technology Company Limited

Opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits 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, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters identified in the Goup’s consolidated financial statements for the year ended December 31, 2020 is as follows:

Validity of Revenue from Specific Customers

Integrated circuit chip sales accounted for 95% of the Group’s total revenue. In particular, some of the customers whose revenue has grown significantly carry a higher risk related to the validity of sales revenue. Therefore, we deemed revenue recognition as a key audit matter. For detailed disclosure of revenue, refer to Notes 4 and 23 to the accompanying consolidated financial statements.

Our audit procedures performed in respect of the above key audit matter included the following:

  1. We understood the related internal control and operating procedures in the Company’s sales transaction cycle, and we evaluated and confirmed the operating effectiveness of the related internal control and operating procedures.

  2. We selected samples from the sales details, and we examined customers’ original orders, sales electronic orders, delivery orders, logistics receipt documents or export declaration, and sales invoices for any abnormal situations and confirmed the occurrence of the revenue.

  3. 2 -

Other Matter

We have also audited the parent company only financial statements of Sunplus Technology Company Limited as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.

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

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

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

  6. 3 -

  7. Obtain sufficient and appropriate audit evidence regarding the financial information of 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 the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Cheng-Chih Lin and Mei-Chen Tsai.

Deloitte & Touche Taipei, Taiwan Republic of China

March 29, 2021

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance 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 applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

  • 4 -

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Notes receivable and accounts receivable, net (Notes 4, 5, 9, 23 and 34)
Other receivables (Notes 4 and 34)
Inventories (Notes 4 and 10)
Other financial assets - current (Notes 17 and 35)
Other current assets (Notes 17 and 34)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Investments accounted for using the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 13 and 35)
Right-of-use assets (Notes 4 and 14)
Investment properties (Notes 4 and 15)
Intangible assets (Notes 4 and 16)
Deferred tax assets (Notes 4 and 25)
Net defined benefit assets - non-current (Notes 4 and 21)
Other financial assets - non-current (Notes 17 and 35)
Other non-current assets (Note 17)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 18 and 35)

Contract liabilities - current (Note 23)
Accounts payable (Note 19)
Current tax liabilities (Notes 4 and 25)
Lease liabilities - current (Notes 4 and 14)
Deferred revenue - current (Notes 4, 20 and 28)
Current portion of long-term bank borrowings (Note 18)
Other current liabilities (Note 20)

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Note 18)
Lease liabilities - non-current (Notes 4 and 14)
Deferred revenue - non-current (Notes 4, 20 and 28)
Net defined benefit liabilities - non-current (Notes 4 and 21)
Guarantee deposits (Note 34)
Other liabilities (Note 20)

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4, 22 and 31)
Share capital
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings (accumulated deficits)

Total retained earnings

Other equity

Treasury shares

Total equity attributable to owners of the Company
NON-CONTROLLING INTERESTS (Notes 4, 11, 22 and 31)

Total equity

TOTAL
2020
Amount
%
$ 3,400,482 27
901,857
7
1,204,798 10
57,982
-
861,050
7
240,334
2

111,438

1


6,777,941
54

1,064,261
8
192,528
1
719,696
6
1,971,252 16
229,277
2
1,015,544
8
328,591
3
33,037
-
4,440
-
272,167
2

11,855

-


5,842,648
46

$ 12,620,589
100

$ 314,209
3
26,181
-
450,216
4
155,138
1
12,506
-
46,098
1
25,000
-

795,324

6


1,824,672
15

205,000
2
219,510
2
58,300
-
60,319
-
219,942
2

13,845

-


776,916

6


2,601,588
21


5,919,949
47


500,820

4

1,712,390 13
276,189
2

328,894

3


2,317,473
18


(261,078)

(2)


(63,401)

(1)

8,413,763 66

1,605,238
13


10,019,001
79

$ 12,620,589
100
2019





































































Amount
%
$ 3,020,628 26

1,090,679 10

832,633
7

28,159
-

759,211
7

119,920
1

88,917

1

5,940,147
52

1,027,445
9

189,387
2

695,028
6

1,968,803 17

241,914
2

1,066,797
9

176,233
2

28,754
-

1,163
-

140,049
1

14,047

-

5,549,620
48
$ 11,489,767
100
$ 323,626
3

24,912
-

352,155
3

52,169
1

11,885
-

1,568
-

-
-

576,101

5

1,342,416
12

-
-

230,251
2

58,015
-

64,258
1

213,579
2

8,557

-

574,660

5

1,917,076
17

5,919,949
52

594,432

5

1,942,388 17

308,452
2

(262,261)

(2)

1,988,579
17

(261,026)

(2)

(63,401)

(1)

8,178,533 71

1,394,158
12

9,572,691
83
$ 11,489,767
100

The accompanying notes are an integral part of the consolidated financial statements.

  • 5 -

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET OPERATING REVENUE (Notes 4, 23 and 34)

OPERATING COSTS (Notes 10 and 24)

GROSS PROFIT

OPERATING EXPENSES (Notes 24 and 34)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit gain (Note 9)

Total operating expenses

OTHER OPERATING INCOME AND EXPENSES

INCOME FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES (Notes 4,
14, 24, 28 and 34)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit (loss) of associates

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 25)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or
loss (Notes 4 and 22):
Remeasurement of defined benefit plans
Unrealized gain (loss) on investments in equity
instruments at fair value through other
comprehensive income
Share of the other comprehensive income (loss) of
associates accounted for using the equity method
2020
Amount
%
$ 6,414,140
100

3,489,044
54


2,925,096
46

297,145
5
488,247
8
1,623,728
25

(154)

-


2,408,966
38


37

-


516,167

8

24,052
-
117,804
2
126,748
2
(15,746)
-

15,713

-


268,571

4

784,738
12

165,911

2


618,827
10

6,780
-
(3,215)
-
7,231
-
2019































Amount
%
$ 5,486,660
100

3,137,755
57

2,348,905
43

237,703
5

498,466
9

1,481,269
27

(73)

-

2,217,365
41

201

-

131,741

2

24,578
-

131,538
2

1,127
-

(24,849)
-

(19,915)

-

112,479

2

244,220
4

69,468

1

174,752

3

4,864
-

(21,444)
-

3,789
-
(Continued)
  • 6 -

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss
(Notes 4 and 22):
Exchange differences on translating the financial
statements of foreign operations

Share of other comprehensive income (loss) of
associates accounted for using the equity method

Other comprehensive income (loss) for the year, net
of income tax

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


EARNINGS PER SHARE (Note 26)
Basic

Diluted
2020
Amount
%
$ (7,150)
-

2,072

-


5,718

-

$ 624,545
10

$ 323,403
5

295,424

5

$ 618,827
10

$ 326,913
5

297,632

5

$ 624,545
10

$ 0.55

$ 0.55
2019






















Amount
%
$ (84,888)
(2)

(4,394)

-

(102,073)

(2)
$ 72,679

1
$ 15,309
-

159,443

3
$ 174,752

3
$ (77,049)
(2)

149,728

3
$ 72,679

1
$ 0.03
$ 0.03

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

  • 7 -

(In Thousands of New Taiwan Dollars)

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

BALANCE AT JANUARY 1, 2019
Appropriation of 2018 earnings
Legal reserve
Special reserve
Cash dividends to shareholders
Changes in capital surplus from investments in associates accounted for using the
equity method
Issuance of cash dividends from capital surplus
Difference between the consideration and carrying amount of subsidiaries during
actual disposal or acquisition
Changes in percentage of ownership interest in subsidiaries
Net profit for the year ended December 31, 2019
Other comprehensive income (loss) for the year ended December 31, 2019, net of
income tax

Total comprehensive income (loss) for the year ended December 31, 2019

Adjustment of capital surplus for the Company
Cash dividends received by subsidiaries
Decrease in non-controlling interests
Disposals of investments in equity instruments designated as at fair value through other
comprehensive income

BALANCE AT DECEMBER 31, 2019
Appropriation of 2019 earnings
Legal reserve used to cover accumulated deficits
Special reserve
Changes in capital surplus from investments in associates accounted for using the
equity method
Issuance of cash dividends from capital surplus
Equity Attributable to Ow Equity Attributable to Ow ners of the Company Total
$ 8,465,942

-
-
-
4,709
(213,118 )
162
(3,394 )
15,309

(92,358)


(77,049)

1,281
-

-


8,178,533
-
-
15,786
(177,598 )
Non-controlling
Interests
$ 1,401,664

-
-
-
-

-
-

-
159,443

(9,715)


149,728

-
(157,234 )

-

1,394,158
-
-
-

-
Total Equity
$ 9,867,606
-
-
-
4,709
(213,118 )
162
(3,394 )
174,752

(102,073)

72,679
1,281

(157,234 )

-
9,572,691
-
-
15,786
(177,598 )
Share Capital Issued and
Outstanding
Share
(Thousands)
Amount
591,995
$ 5,919,949

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-


-

-

-
-
-
-

-

-

591,995
5,919,949
-
-
-
-
-
-
-
-
Capital Surplus
$ 801,398

-
-
-
4,709
(213,118 )
162
-
-

-


-

1,281
-

-

594,432
-
-
15,786
(177,598 )
Retained Earnings Unappropriated
Earnings
(Deficits not yet
Compensated)

$ 241,734

(562 )
(241,173 )
-
-
-
-
(3,394 )
15,309

5,339


20,648

-
-

(279,514)

(262,261 )
229,998

32,263
-
-
Other Equity
Unrealized Gain
Exchange
(Loss) on
Differences on
Financial Assets
Translating the
at Fair Value
Financial
Through Other
Statements of
Comprehensive
Foreign Operations
Income
$ (138,875 ) $ (303,968 )

-
-

-
-
-
-
-
-
-
-
-
-

-
-
-
-

(79,905)

(17,792)


(79,905)

(17,792)

-
-
-
-

-

279,514


(218,780 )
(42,246 )
-
-
-
-
-
-
-
-
Treasury Shares
$ (63,401 )
-
-
-
-
-
-
-
-

-


-

-
-

-


(63,401 )
-
-
-
-
Exchange
Differences on
Translating the
Financial
Statements of
Foreign Operations
$ (138,875 )

-

-
-
-
-
-

-
-

(79,905)


(79,905)

-
-

-


(218,780 )
-
-
-
-





Legal Reserve
$ 1,941,826

562
-
-
-

-
-
-
-

-


-

-
-

-

1,942,388
(229,998 )
-
-

-
Special Reserve
$ 67,279

-
241,173
-
-
-
-
-
-

-


-

-
-

-

308,452

-
(32,263 )
-
-


Share
(Thousands)
591,995

-
-
-
-
-
-
-
-

-


-

-
-

-

591,995
-
-
-
-
  • 8 -
Difference between the consideration and carrying amount of subsidiaries during
actual disposal or acquisition
Changes in percentage of ownership interest in subsidiaries
Net profit for the year ended December 31, 2020
Other comprehensive income (loss) for the year ended December 31, 2020, net of
income tax

Total comprehensive income (loss) for the year ended December 31, 2020

Adjustment of capital surplus for the Company
Cash dividends received by subsidiaries
Decrease in non-controlling interests
Disposals of investments in equity instruments designated as at fair value through other
comprehensive income

BALANCE AT DECEMBER 31, 2020
-
-
-

-


-

-
-

-


591,995
-
-
-

-


-

-
-

-

$ 5,919,949
67,132
-
-

-


-

1,068
-

-

$ 500,820
-
-
-

-


-

-
-

-

$ 1,712,390
-
-
-

-


-

-
-

-

$ 276,189
-
(183 )
323,403

6,846


330,249

-
-

(1,172)

$ 328,894
-

-
-

(9,243)


(9,243)

-
-

-

$ (228,023)
2,112
-
-

5,907


5,907

-
-

1,172

$ (33,055)
-
-
-

-


-

-
-

-

$ (63,401)
69,244
(183 )
323,403

3,510


326,913

1,068
-

-

$ 8,413,763
-

-
295,424

2,208


297,632

-
(86,552 )

-

$ 1,605,238
69,244
(183 )
618,827

5,718

624,545
1,068

(86,552 )

-
$ 10,019,001

The accompanying notes are an integral part of the consolidated financial statements.

  • 9 -

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss reversed on trade receivables
Net gain on fair value change of financial assets at fair value through profit
or loss
Finance costs
Interest income
Dividend income
Compensation costs of share-based payments
Share of profits of associates
Gain on disposal of property, plant and equipment
Gain on disposal of intangible assets
(Gain) loss on disposal of subsidiaries
Net (gain) loss on foreign currency exchange
Unrealized loss on transactions with associates and joint ventures
Gain on lease modification
Changes in operating assets and liabilities:
Decrease (increase) in trade receivables
Decrease in other receivables
Decrease (increase) in inventories
Increase in other current assets
Increase in net defined benefits assets - non-current
Increase (decrease) in trade payables
Increase in contract liabilities
Decrease in deferred revenue
Increase in other current liabilities
Increase (decrease) in defined benefits liabilities - non-current

Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at FVTOCI
Proceeds from the sale of financial assets at FVTOCI
Purchase of financial assets at FVTPL
Proceeds from the sale of financial assets at FVTPL
Acquisition of associates
Net cash outflow on acquisition of subsidiaries (Note 29)
2020
$ 784,738
301,074
89,948
(154)
(122,742)
15,746
(24,052)
(29,412)
9,408
(15,713)
(28)
-
(7,795)
(16,092)
2,541
(9)
(377,153)
5,655
(101,839)
(13,530)
(3,277)
97,960
1,269
(1,559)
216,960

2,841

814,785
19,314
41,756
(16,509)

(67,225)


792,121

(10,004)
2,628
(1,447,591)
1,687,133
(2,500)
-
2019
$ 244,220

282,554

77,812

(73)

(17,879)

24,849

(24,578)

(28,815)

-

19,915

(161)

(39)

43

8,984

-

(1)

114,248

41,197

59,737

(132)

(1,163)

(130,606)

17,401

(1,629)

4,465

(10,191)

680,158

26,584

45,274

(27,923)

(72,440)

651,653

-

25,990

(1,588,698)

1,572,327

-

(48,215)
(Continued)
  • 10 -

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Proceeds from disposal of subsidiaries

Payments for property, plant and equipment
Proceeds from the disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets
Proceeds from disposal of intangible assets
Payments for investment properties
Decrease (increase) on other financial assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Proceeds of guarantee deposits received
Refunds of guarantee deposits received
Repayment of principal portion of lease liabilities
Increase in other liabilities
Cash dividends paid
Dividends paid to non-controlling interests
Partial disposal of interests in subsidiaries without a loss of control
Decrease (increase) in non-controlling interests

Net cash generated from (used in) financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH
HELD IN FOREIGN CURRENCIES

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2020
$ (866)
(194,880)
590
(842)
3,004
(249,613)
-
(5,073)

(196,789)


(414,803)

-
(26,656)
230,000
-
19,918
(4,987)
(13,308)
2,014
(176,530)
(139,531)
101,014

12,000


3,934


(1,398)

379,854

3,020,628

$ 3,400,482
2019
$ (744)

(138,970)

4,239

(459)

1,871

(78,623)

484

(1,488)

10,909

(241,377)

15,000

-

-

(248,544)

22,168

(33,729)

(11,303)

4,758

(211,837)

(157,520)

-

(2,184)

(623,191)

(2,178)

(215,093)

3,235,721
$ 3,020,628

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

  • 11 -

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

1. GENERAL INFORMATION

Sunplus Technology Company Limited (the “Company”) was established in August 1990. It researches, develops, designs, tests and sells high quality, high value-added consumer integrated circuits (ICs). Its products are based on core technologies in such areas as multimedia audio/video, single-chip microcontrollers and digital signal processors. These technologies are used to develop hundreds of products including various ICs: liquid crystal display, microcontroller, multimedia, voice/music, and application-specific. Sunplus’ shares have been listed on the Taiwan Stock Exchange since January 2000. Some of its shares have been issued in the form of global depositary receipts (GDRs), which have been listed on the London Stock Exchange since March 2001 (refer to Note 22).

Following is a diagram of the relationship and ownership percentages between Sunplus and its subsidiaries (collectively, the “Group”) as of December 31, 2020:

==> picture [498 x 280] intentionally omitted <==

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

Sunplus Technology
92.55% 100% 100%
Award Sunplus Sunplus HK Ventureplus Sunplus Lin Shih Sunplus Jumplux Sunext Sunplus
Sunny Ventureplus Generalplus
Sunplus
Giant Best Worldplus Giant Giant Rock Ventureplus Genki Tek Generalplus
Lingyao
Technology
(Shenzhen) Co., Ltd. Sunplus App Sunplus Sunplus Sunplus SunMedia Generalplus Generalplus
Chongqing Jsilicon
CQPlus1
----- End of picture text -----

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

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors and authorized for issue on March 29, 2021.

  • 12 -

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Initial application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Company’s accounting policies:

  • 1) Amendment to IFRS 16 “Covid-19-Related Rent Concessions”

The Group elected to apply the practical expedient provided in the amendment to IFRS 16 with respect to rent concessions negotiated with the lessor as a direct consequence of the COVID-19. The related accounting policies are stated in Note 4. Before the application of the amendment, the Group shall determine whether the abovementioned rent concessions shall be accounted for as lease modifications.

The Group applied the amendment from January 1, 2020. Because the abovementioned rent concessions affect only in 2020, retrospective application of the amendment has no impact on the retained earnings as of January 1, 2020.

  • b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021

Effective Date New IFRSs Announced by IASB Amendments to IFRS 4 “Extension of the Temporary Exemption from Effective immediately upon Applying IFRS 9” promulgation by the IASB Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 “Interest Rate January 1, 2021 Benchmark Reform - Phase 2”

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
“Annual Improvements to IFRS Standards 2018-2020”

Amendments to IFRS 3 “Reference to the Conceptual Framework”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between
an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Amendments to IAS 16 “Property, Plant and Equipment - Proceeds before
Intended Use”

Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract”
Effective Date
Announced by IASB (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 6)
January 1, 2023 (Note 7)
January 1, 2022 (Note 4)
January 1, 2022 (Note 5)

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.

  • 13 -

  • Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.

  • Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

  • 1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”

The amendments stipulate that, when the Group sells or contributes assets that constitute a business (as defined in IFRS 3) to an associate, the gain or loss resulting from the transaction is recognized in full. Also, when the Group loses control of a subsidiary that contains a business but retains significant influence, the gain or loss resulting from the transaction is recognized in full.

Conversely, when the Group sells or contributes assets that do not constitute a business to an associate, the gain or loss resulting from the transaction is recognized only to the extent of the Group’s interest as an unrelated investor in the associate, i.e., the Group’s share of the gain or loss is eliminated. Also, when the Group loses control of a subsidiary that does not contain a business but retains significant influence over an associate, the gain or loss resulting from the transaction is recognized only to the extent of the Group’s interest as an unrelated investor in the associate, i.e., the Group’s share of the gain or loss is eliminated.

  • 2) Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

The amendments clarify that for a liability to be classified as non-current, the Group shall assess whether it has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. If such rights are in existence at the end of the reporting period, the liability is classified as non-current regardless of whether the Group will exercise that right. The amendments also clarify that, if the right to defer settlement is subject to compliance with specified conditions, the Group must comply with those conditions at the end of the reporting period even if the lender does not test compliance until a later date.

  • 14 -

The amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers to a transfer of cash, other economic resources or the Group’s own equity instruments to the counterparty that results in the extinguishment of the liability. However, if the terms of a liability that could, at the option of the counterparty, result in its settlement by a transfer of the Group’s own equity instruments, and if such option is recognized separately as equity in accordance with IAS 32 “Financial Instruments: Presentation”, the aforementioned terms would not affect the classification of the liability.

3) Amendments to IAS 1 “Disclosure of Accounting Policies”

The amendments specify that the Group should refer to the definition of material to determine its material accounting policy information to be disclosed. Accounting policy information is material if it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments also clarify that:

  • accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed;

  • the Group may consider the accounting policy information as material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial; and

  • not all accounting policy information relating to material transactions, other events or conditions is itself material.

The amendments also illustrate that accounting policy information is likely to be considered as material to the financial statements if that information relates to material transactions, other events or conditions and:

  • a) the Group changed its accounting policy during the reporting period and this change resulted in a material change to the information in the financial statements;

  • b) the Group chose the accounting policy from options permitted by the standards;

  • c) the accounting policy was developed in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” in the absence of an IFRS that specifically applies;

  • d) the accounting policy relates to an area for which the Group is required to make significant judgements or assumptions in applying an accounting policy, and the Group discloses those judgements or assumptions; or

  • e) the accounting is complex and users of the financial statements would otherwise not understand those material transactions, other events or conditions.

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

The amendments define that accounting estimates are monetary amounts in financial statements that are subject to measurement uncertainty. In applying accounting policies, the Group may be required to measure items at monetary amounts that cannot be observed directly and must instead be estimated. In such a case, the Group uses measurement techniques and inputs to develop accounting estimates to achieve the objective. The effects on an accounting estimate of a change in a measurement technique or a change in an input are changes in accounting estimates unless they result from the correction of prior period errors.

  • 15 -

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of Compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRSs as endorsed and issued into effect by the FSC.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values, and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for the asset or liability.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • Assets held primarily for the purpose of trading;

  • Assets expected to be realized within 12 months after the reporting period; and

  • Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

  • Liabilities held primarily for the purpose of trading;

  • Liabilities due to be settled within 12 months after the reporting period; and

  • Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

  • 16 -

d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries).

Income and expenses of subsidiaries disposed of during the period are included in the consolidated statement of comprehensive income from the effective dates of disposal, as appropriate.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those of the Group.

All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

See Note 11 and Tables 6 and 7 for detailed information on subsidiaries (including percentages of ownership and main businesses).

e. Foreign currencies

In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of nonmonetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of nonmonetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.

For the purpose of presenting consolidated financial statements, the financial statements of the Company’s foreign operations (including subsidiaries and associates) that are prepared using functional currencies which are different from the currency of the Company are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate).

  • 17 -

On the disposal of a foreign operation (i.e., a disposal of the Company’s entire interest in a foreign operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

f. Inventories

Inventories consist of raw materials, supplies, finished goods and work in progress and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. The inventories of Sunplus Technology Company Limited, Generalplus Technology Inc., Sunplus Innovation Technology Inc., Sunplus mMobile Inc., iCatch Technology Inc., Sunplus mMedia Inc., Jumplux Technology and Sunext Technology Co., Ltd. are generally recorded at standard cost. On the balance sheet date, the cost is adjusted to approximate weighted-average cost method. Other subsidiaries’ inventories are recorded at the weighted-average cost.

  • g. Investments in associates

An associate is an entity over which the Group has significant influence and that is not a subsidiary.

The Group uses the equity method to account for its investments in associates.

Under the equity method, investments in an associate is initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of the equity of associates.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Company subscribes for additional new shares of an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in capital surplus from investments in associates and joint ventures accounted for using the equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required had the investee directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for using the equity method is insufficient, the shortage is debited to retained earnings.

When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further loss, if any. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment.

  • 18 -

Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required had that associate directly disposed of the related assets or liabilities.

When the Group transacts with its associate, profits and losses resulting from the transactions with the associate is recognized in the Group’s consolidated financial statements only to the extent of interests in the associate that is not related to the Group.

  • h. Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.

The depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

i. Investment properties

Investment properties are properties held to earn rentals or for capital appreciation. (It includes right-of-use assets that meet the definition of investment properties.)

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss.

Depreciation is recognized using the straight-line method.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

j. Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment loss.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that are expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently whenever there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the

  • 19 -

recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. Any impairment loss recognized for goodwill is not reversed in subsequent periods.

  • k. Intangible assets

  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

2) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • l. Impairment of property, plant and equipment, right-of-use asset, and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use asset and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • m. Financial instruments

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

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.

  • 20 -

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a) Measurement category

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.

  • i. Financial assets at FVTPL

Financial assets is classified as at FVTPL when such a financial asset is mandatorily classified or it is designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

Financial assets at FVTPL are subsequently measured at fair value, and any dividends or interest earned on such financial assets are recognized in other income respectively; any remeasurement gains or losses on such financial assets are recognized in other gains or losses. Fair value is determined in the manner described in Note 33: Financial Instruments.

ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) 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.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, other financial assets, notes and accounts receivable, other receivables and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income 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 which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and

  • ii) Financial assets that have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets.

Cash equivalents include time deposits with original maturities within 12 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • 21 -

iii. Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, they will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

b) Impairment of financial assets

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).

The Group always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account.

  • c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss that had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

  • 22 -

2) Financial liabilities

  • a) Subsequent measurement

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

  • b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

n. Provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

  • o. Revenue recognition

The Group identifies a contract with a customer, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.

Unearned receipts for merchandise sales would be recognized as contract liabilities before the Group fulfills its performance obligations.

Revenue from the sale of goods

Revenue from the sale of goods comes from the sale of ICs. Sales of ICs are recognized as revenue when the goods are shipped because it is the time when the customer has full discretion over the manner of distribution and the price to sell the goods, has the primary responsibility for sales to future customers, and bears the risks of obsolescence. Trade receivables are recognized concurrently.

The Group does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.

Other

Other mainly comes from software development.

p. Lease

At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

  • 1) The Group as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

When the Group subleases a right-of-use asset, the sublease is classified by reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. However, if the head lease is a short-term lease that the Group, as a lessee, has accounted for applying recognition exemption, the sublease is classified as an operating lease.

Lease payments less any lease incentives payable from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis

  • 23 -

over the lease terms.

  • 2) The Group as lessee

The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets, except for those that meet the definition of investment properties. With respect to the recognition and measurement of right-of-use assets that meet the definition of investment properties, refer to Note 4(9) for the accounting policies for investment properties.

Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments and variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate will be used.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.

The Group requested the lessor for rent subsidy as a direct subsidy of the Covid-19 to change the lease payments. There is no substantive change to other terms and conditions. The Group elects to apply the practical expedient to all of the rent subsidy and, therefore, does not assess whether the rent subsidy are lease modifications. Instead, the Group recognizes the reduction in lease payment in profit or loss as a deduction of expenses of variable lease payments.

q. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to the grants and that the grants will be received.

Government grants related to income are recognized in other income on a systematic basis over the periods in which the Group recognizes as expenses the related costs that the grants intend to compensate.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they are received.

r. Employee benefits

1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.

  • 24 -

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost and past service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur, and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Group’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • s. Share-based payment arrangements

  • 1) Restricted shares for employees granted to employees

The fair value at the grant date of the restricted shares for employees is expensed on a straight-line basis over the vesting period, based on the Group’s best estimates of the number of shares or options that are expected to ultimately vest, with a corresponding increase in non-controlling interests. The expense is recognized in full at the grant date if the grants are vested immediately. The grant date of issued ordinary shares for cash which are reserved for employees is the date on which the board of directors approves the transaction.

When restricted shares for employees are issued, other equity - unearned employee benefits is recognized on the grant date, with a corresponding increase in capital surplus - restricted shares for employees. If restricted shares for employees are granted for consideration and the considerations received should be returned if employees resign in the vesting period, the amounts espected to be returned are recognized as payables. Dividends paid to employees on restricted shares that do not need to be returned if employees resign in the vesting period are recognized as expenses when the dividends are declared with a corresponding adjustment in retained earnings and capital surplus - restricted shares for employees.

At the end of each reporting period, the Group revises its estimate of the number of restricted shares for employees that are expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expenses reflect the revised estimate, with a corresponding adjustment to non-controlling interests.

  • t. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 25 -

  • 1) Current tax

Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.

According to the Income Tax Law, an additional tax of inappropriate earnings is provided for as income tax in the year the shareholders approve to retain the earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

  • 2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets 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.

  • 3) Current and deferred tax for the period

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively.

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The Group considers the economic implications of the COVID-19 when making its critical accounting

  • 26 -

estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

Key Sources of Estimation Uncertainty

a. Estimated impairment of financial assets

The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Group uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. Where the actual future cash inflows are less than expected, a material impairment loss may arise.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalent
Time deposits in banks

December 31
2020
2019
$ 5,781
$ 6,065
1,168,558
769,510

2,226,143

2,245,053
$ 3,400,482
$ 3,020,628

The market rate intervals of cash in bank and bank overdrafts at the end of the reporting period were as follows:

Bank balance December 31
2020
2019
0.001%-2.025%
0.001%-2.25%

7. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at FVTPL-current
Financial assets classified as at FVTPL
Non-derivative financial assets
- Mutual funds

- Domestic unlisted shares
- Domestic listed shares
Hybrid financial assets
Non-derivative financial assets
- Securities listed in the ROC and other countries - CB

December 31


2020
2019
$ 641,575
$ 987,692
204,719
45,904
52,743
41,960

2,820

15,123
$ 901,857
$ 1,090,679
(Continued)
December 31
2020
2019
  • 27 -

Financial liabilities at FVTPL – non-current

Financial assets classified as at FVTPL
Non-derivative financial assets
- Domestic and foreign unlisted shares

- Private funds
- Domestic and foreign listed shares
- Mutual funds

$ 686,366

327,856
35,190

14,849

$ 1,064,261
$ 658,431
260,140
33,755

75,119
$ 1,027,445
(Concluded)

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Non-current
Domestic and foreign investments
Unlisted shares
Listed shares
December 31


2020
$ 99,767


92,761

$ 192,528
2019
$ 98,915

90,472
$ 189,387

9. NOTES AND TRADE RECEIVABLE, NET

Notes receivable
Notes receivable - operating

Trade receivables
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss


December 31 December 31



2020
$ -

1,204,901

(103)


1,204,798

$ 1,204,798
2019
$ 300
832,662

(329)

832,333
$ 832,633

Trade receivable

The average credit period on sales of goods was 30 to 60 days without interest. The Group's exposure to credit risk and external credit ratings are continuously monitored. In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group’s credit risk was significantly reduced.

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivables are estimated using a provision matrix prepared by reference to the past default experience of the customer, the customer’s current financial position, economic condition of the industry in which the customer operates, as well as the industry outlooks. As the Group’s historical credit loss experience does not show significantly

  • 28 -

different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.

The Group writes off a trade receivable when there is evidence indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The Group’s current credit risk grading framework is shown in the following table:

December 31, 2020

Not Overdue
Gross carrying amount
$ 1,204,689

Loss allowance (Lifetime ECLs)

-


Amortized cost
$ 1,204,689
Overdue
1- 60 days
$ -


-

$ -
Overdue
61-90 days
$ -


-

$ -
Overdue
91-120 days
Overdue 121
days or More
$ -
$ 212


-

(103)

$ -
$ 109
Total
$ 1,204,901

(103)
$ 1,204,798

December 31, 2019

Not Overdue
Gross carrying amount
$ 832,233

Loss allowance (Lifetime ECLs)

-


Amortized cost
$ 832,233
Overdue
1- 60 days
$ 90


-

$ 90
Overdue
61-90 days
$ -


-

$ -
Overdue
91-120 days
Overdue 121
days or More
$ -
$ 339


-

(329)

$ -
$ 10
Total
$ 832,662

(329)
$ 832,333

The movements of the loss allowance of trade receivables were as follows:

Balance at January 1
Add: Net remeasurement of loss allowance
Less: Amounts written off
Foreign exchange gains and losses
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 329

(154)
(73)

1

$ 103
2019
$ 504
(73)
(76)

(26)
$ 329

10. INVENTORIES

INVENTORIES
Finished goods
Work in progress
Raw materials
December 31


2020
$ 272,667

378,943

209,430

$ 861,050
2019
$ 307,179
281,042

170,990
$ 759,211

The costs of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 were $3,403,174 thousand and $3,053,155 thousand, respectively.

The costs of inventories recognized as costs of goods sold for the years ended December 31, 2020 and 2019 were as follows:

For the Year Ended December 31 2020 2019

  • 29 -
Inventory write - downs

Income from scrap sales

$ (6,567)


81

$ (6,486)
$ (16,192)

103
$ (16,089)

11. SUBSIDIARIES

  • a. The subsidiaries included in the consolidated financial statements

The information of the subsidiaries at the end of reporting period was as follows:

Name of Investor
Name of Investee
Main Businesses and Products
Sunplus
Sunplus Management Consulting Management
Ventureplus Group Inc.
(“Ventureplus Group”)
Investment
Sunplus Technology (H.K.)
International trade
Sunplus Venture
Investment
Lin Shih Investment (“Lin Shih”) Investment
Sunplus mMobile Inc.
Design of ICs
Sunext Technology Co., Ltd.
(“Sunext”)
Design of ICs
Sunplus Innovation Technology Design of ICs
Generalplus Technology Inc.
(“Generalplus”)
Design of ICs
Wei-Young Investment Inc.
Investment
Russell Holdings Limited
Investment
Magic Sky Limited
Investment
Sunplus mMedia Inc.
Design of ICs
Award Glory
Investment
Jumplux Technology
Design of ICs
Ventureplus Group
Ventureplus Mauritius
Investment
Ventureplus Mauritius
Ventureplus Cayman
Investment
Ventureplus Cayman
Ytrip Technology
Web research and development
Sunplus App Technology
Manufacturing and sale of
computer software; system
integration services and
information management and
education.
Sunplus Prof-tek Technology
(Shenzhen)
Development of computer
software, system integration
services, building rental
services and property
management
Sunplus Technology (Shanghai) Development of computer
software, system integration
Percentage of Ownership
December 31
2020
2019
Note
100.00
100.00
-
100.00
100.00
-
100.00
100.00
-
100.00
100.00
-
100.00
100.00
-
100.00
100.00
-
92.55
92.55
-
58.21
61.13
-
34.30
34.30
Sunplus and its subsidiaries owned
47.99% of the equity in
Generalplus Technology, Inc. and
the Group had controlling interest
over Generalplus Technology, Inc.;
the investee is included in the
consolidated financial statements
100.00
100.00
-
100.00
100.00
-
100.00
100.00
-
89.76
89.76
-
100.00
100.00
-
55.00
55.00
-
100.00
100.00
-
100.00
100.00
-
-
38.47
Sunplus and its subsidiaries had a
90.71% stake in Ytrip on December
31, 2019. The liquidation of Ytrip
Technology was completed on June
23, 2020. Please refer to Note 30.
51.47
53.85
-
100.00
100.00
-
100.00
100.00
-
  • 30 -
services and building rental
services
SunMedia Technology Development of computer 100.00 100.00 -
software, system integration
services and building rental
services
Sunplus Technology (Beijing) Development of computer 100.00 100.00 -
software, system integration
services and building rental
services
(Continued)
  • 31 -
Name of Investor
Name of Investee
Main Businesses and Products
Sunplus Technology (Shanghai)
Ytrip Technology
Web research and development
Jsilicon Technology
Software Development and IC
Design
Chongqing CQPlus1 Technology Software Development and IC
Design
Sunplus Prof-tek (Shenzhen)
Chongqing CQPlus1 Technology Software Development and IC
Design
Ytrip Technology
Cculture Communication
Web Development and sale
Sunplus Venture
Jumplux Technology
Design of ICs
Han Young Technology Co.
Design of ICs
Sunplus mMedia
Design of ICs
Sunplus Innovation
Design of ICs
Genki Tek Technology Co., Ltd.
Development of computer
software
Lin Shih
Generalplus Technology Inc.
Design of ICs
Sunplus mMedia
Design of ICs
Sunplus Innovation
Design of ICs
Generalplus
Generalplus Samoa
Investment
Generalplus Samoa
Generalplus Mauritius
Investment
Generalplus Mauritius
Generalplus Shenzhen
Design of IC product
development, after sales service
and market research
Generalplus HK
Sales
Award Glory
Sunny Fancy
Investment
Sunny Fancy
Giant Kingdom
Investment
Giant Rock
Investment
WORLDPLUS HOLDINGS
Investment
Percentage of Ownership
December 31
2020
2019
Note
-
44.08
Sunplus and its subsidiaries had a
90.71% stake in Ytrip on December
31, 2019. The liquidation of Ytrip
Technology was completed on June
23, 2020. Please refer to Note 30.
100.00
100.00
-
56.67
55.00
-
43.33
45.00
Sunplus and its subsidiaries owned
100% of the equity in Chongqing
Shuangxin Co., Ltd.
-
100.00
The liquidation of 1culture
Communication was completed on
May 29, 2020. Please refer to Note
30.
42.08
42.08
Sunplus and its subsidiaries owned
97.08% of the equity in Jumplux
Technology.
-
-
The liquidation of Han Young
Technology Co. was completed on
November 15, 2019. Please refer to
Note 30.
7.64
7.64
Sunplus and its subsidiaries owned
100% of the equity in Sunplus
mMedia.
5.64
5.64
Sunplus and its subsidiaries owned
65.94% of the equity in Sunplus
Innovation
62.50
-
The establishment registration was
completed on March 6, 2020
13.69
13.69
Sunplus and its subsidiaries had
47.99% stake in Generalplus
Technology, Inc. and the Group
had controlling interest over
Generalplus Technology, Inc.; the
investee is included in the
consolidated financial statements
2.60
2.60
Sunplus and its subsidiaries owned
100% of the equity in Sunplus
mMedia.
2.09
2.09
Sunplus and its subsidiaries owned
65.94% of the equity in Sunplus
Innovation.
100.00
100.00
-
100.00
100.00
-
100.00
100.00
-
100.00
100.00
-
100.00
100.00
-
100.00
100.00
-
100.00
100.00
-
100.00
100.00
-
  • 32 -
L.L.C. (Worldplus)
Sunny Fancy Giant Best Ltd. (Giant Best) Investment 100.00 100.00 At the end of December 2020, the
establishment registration was
completed, but capital was not
injected yet.
Giant Kingdom Ytrip Technology Web research and development - 8.16 Sunplus and its subsidiaries had a
90.71% stake in Ytrip on December
31, 2019. The liquidation of Ytrip
Technology was completed on June
23, 2020. Please refer to Note 30.
Giank Rock Sunplus App Technology Manufacturing and sale of 44.85 42.31 Sunplus and its subsidiaries owned
computer software; system 96.32% of the equity in Sunplus
integration services and App.
information management and
education
Worldplus Lingyao Technology Software development and rental 100.00 100.00 -
sales
(Concluded)

The financial statements as of and for the years ended December 31, 2020 of the above subsidiaries except Sunplus Management Consulting and Generalplus HK, were audited by the auditors. The management of the Company believes that the financial statements of Sunplus Management Consulting and Generalplus HK will not be subject to major adjustments if it were audited.

  • 33 -

  • b. Subsidiary excluded from the consolidated financial statements

Subsidiary excluded from the consolidated financial statements
Company name
Generalplus Technology Inc.
Sunplus Innovation Technology
The Voting Ratio of Non-controlling
Equity
December 31
2020
2019
52.01%
52.01%
34.06%
31.14%

Refer to attachment 6 for registered countries and company information:

Company Name
Generalplus Technology Inc.

Sunplus Innovation Technology
Profits Attributed to
Non-controlling Interests
For the Year Ended
December 31
2020
2019
$ 146,699 $ 116,295
151,224
42,243
Non-controlling Interests
**December 31 **
2020
2019
$ 1,123,045 $ 1,075,166

462,772
308,951

The summarized financial information below represents amounts before intragroup eliminations.

Current assets

Non-current assets
Current liabilities
Non-current liabilities

Equity

Equity attributable to:
Owners of the Company

Non-controlling interests


Operating revenue

Net income

Other comprehensive income

Total other comprehensive income

Equity attributable to:
Owners of the Company

Non-controlling interests

December 31





2020
2019
$ 3,920,778
$ 3,190,003
825,984
790,554
1,128,870
792,198

198,684

214,644
$ 3,419,208
$ 2,973,715
$ 1,833,391
$ 1,589,598

1,585,817

1,384,117
$ 3,419,208
$ 2,973,715
For the Year Ended December 31






2020
2019
$ 4,723,614
$ 3,580,874
$ 749,706
$ 359,235

3,156

(19,486)
$ 752,862
$ 339,749
$ 451,783
$ 200,697

297,923

158,538
$ 749,706
$ 359,235
(Continued)
For the Year Ended December 31
2020
2019
  • 34 -
Total other comprehensive income attributable to:
Owners of the Company

Non-controlling interests


Cash flows
Operating activities

Investing activities
Financing activities
Effect of exchange rate changes on the balance of cash held in foreign
currencies

Net cash inflow (outflow)

Dividend paid to non-controlling interests
$ 452,808


300,054

$ 752,862

$ 792,458

(320,928)
(314,595)

3,465

$ 160,400

$ (139,531)
$ 191,123

148,626
$ 339,749
$ 512,134

57,606

(304,255)

1,452
$ 266,937
$ (157,520)
(Concluded)

12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in associates
a. Investments in associates
Listed companies
Global View Co., Ltd.
iCatch Technology
Autsys Co., Ltd.
Yizhiliang Accelerator Co., Ltd.
December 31
2020
$ 719,696

December
2019
$ 695,028
31


2020
$ 346,011

300,118
71,439

2,128

$ 719,696
2019
$ 297,640
320,180
77,208

-
$ 695,028

As the end of the reporting period, the proportion of ownership and voting rights in associates held by the Group were as follows:

Name of Associate
Global View Co., Ltd.
iCatch Technology
Autsys Co., Ltd.
Yizhiliang Accelerator Co., Ltd.
December 31
2020
2019
13%
13%
35%
36%
16%
16%
25%
-

Refer to Table 6 following these Notes to Consolidated Financial Statements for information on the associates’ business types, main operating locations and registered countries.

Fair values (Level 1) of investments in associates with available published price quotations are summarized as follows:

December 31 Name of Associate 2020 2019

  • 35 -

$ 317,657 $ 239,889

Global View, Co., Ltd.

Investments in the above jointly controlled entities are accounted for using the equity method.

The summarized financial information of the Group’s associates is set out below:

Total assets

Total liabilities

Revenue

Loss for the period

Comprehensive income

Group’s share of profits of associates
December 31 December 31


2020
2019
$ 2,739,685
$ 2,438,751
$ 298,421
$ 313,348
For the Year Ended December 31



2020
$ 913,154

$ (83,932)

$ 351,451

$ 15,713
2019
$ 1,088,383
$ (5,711)
$ (14,131)
$ (19,915)

The financial statements as of and for the years ended December 31, 2020 of the above associates expect Yizhiliang Accelerator Co., Ltd., were audited by the auditors. The management of the Company believes that the financial statements of Yizhiliang Accelerator Co., Ltd. will not be subject to major adjustments if it were audited.

13. PROPERTY, PLANT AND EQUIPMENT

  • a. Assets used by the Group
Cost
Balance at January 1, 2020

Additions
Disposals
Reclassified
Consolidated changes
Effect of exchange rate
changes

Balance at December 31, 2020
Accumulated depreciation
Balance at January 1, 2020

Depreciation expense
Disposals
Consolidated changes
Effect of exchange rate
changes

Balance at December 31, 2020
Carrying amounts at
Buildings
$ 2,338,519
440
-
-
-

26,289

$ 2,365,248

$ 555,243
52,292
-
-

8,801

$ 616,336

$ 1,748,912
Auxiliary
Equipment

$ 187,290

5,670

(6,260 )

4,073

-

(6,275)

$ 184,498

$ 143,222

18,410

(6,260 )

-

(5,230)

$ 150,142

$ 34,356
Machinery and
Equipment
$ 10,428

2,900

-
-
-

8,161

$ 21,489

$ 7,229

2,232

-
-

3,151

$ 12,612

$ 8,877
Testing
Equipment

$ 517,417
143,007

(15,559 )

-

-

(5,754)

$ 639,111

$ 448,652

116,637
(15,538 )

-

(2,087)

$ 547,664

$ 91,447
Transportation
Equipment

$ 5,873
341

(1,661 )
-
-

54

$ 4,607

$ 4,018

715

(1,384 )
-

45

$ 3,394

$ 1,213
Furniture and
Fixtures
$ 250,019

41,746

(23,400 )

1,200

(3,031 )

2,227

$ 268,761

$ 205,424

21,478

(23,136 )
(3,016 )

2,044

$ 202,794

$ 65,967
Leasehold
Improvements
$ 1,480

490

-

-

-

1,153

$ 3,123

$ 1,239

455

-

-

(9)

$ 1,685

$ 1,438
Other
Equipment

fo

$ 23,847

109
(33 )

-

-

223

$ 24,146

$ 20,245

599
(33 )

-

1,449

$ 22,260

$ 1,886
Prepayments
r Equipment
and
Construction
in Progress
$ 19,202

4,372

-

(5,273 )

-
(1,145)

$ 17,156

$ -



-

$ -

$ 17,156
Total
$ 3,354,075

199,075

(46,913 )

-
(3,031 )

24,933
$ 3,528,139
$ 1,385,272
212,818
(46,351 )
(3,016 )

8,164
$ 1,556,887
$ 1,971,252
  • 36 -

December 31, 2020

(Continued)

  • 37 -
Cost
Balance at January 1, 2019

Additions
Disposals
Reclassified
Consolidated changes
Effect of exchange rate
changes

Balance at December 31, 2019
Accumulated depreciation
Balance at January 1, 2019

Depreciation expense
Disposals
Consolidated changes
Effect of exchange rate
changes

Balance at December 31, 2019
Accumulated impairment
Balance at December 31, 2019
Carrying amounts at
December 31, 2019
Buildings
$ 2,383,245
-
-
-
-

(44,726)

$ 2,338,519

$ 507,818
53,530
-
-

(6,105)

$ 555,243

$ -

$ 1,783,276
Auxiliary
Equipment

$ 193,874

442

(5,408 )

-

-

(1,618)

$ 187,290

$ 126,857

19,626

(5,408 )

-

2,147

$ 143,222

$ -

$ 44,068
Machinery and
Equipment
$ 13,729

5,446

(6,486 )
-
-

(2,261)

$ 10,428

$ 12,759

2,322

(6,375 )
-

(1,477)

$ 7,229

$ -

$ 3,199
Testing
Equipment

$ 616,529

102,304

(198,512 )

-

-

(2,904)

$ 517,417

$ 540,595

95,336

(195,243 )

-

(3,534)

$ 437,154

$ 11,498

$ 68,765
Transportation
Equipment

$ 5,904


773

(1,076 )
-
-

272

$ 5,873

$ 3,633

1,145

(1,052 )
-

292

$ 4,018

$ -

$ 1,855
Furniture and
Fixtures

$ 266,331

17,700

(40,489 )

10,493

2,501

(6,517)

$ 250,019

$ 231,996

16,945

(39,515 )

2,273

(5,975)

$ 205,424

$ -

$ 44,595
Leasehold
Improvements
$ 2,782

457

(1,716 )

-

-

(43)

$ 1,480

$ 2,331

5,288

(1,716 )

-

(4,664)

$ 1,239

$ -

$ 241
Other
Equipment
f
$ 23,959

234

(39 )

-

205

(512)

$ 23,847

$ 19,447

601

(39 )

85

151

$ 20,245

$ -

$ 3,602
Prepayments
or Equipment
and
Construction
in Progress
Total
$ 2,940 $ 3,509,393

9,900
137,256

-
(253,726 )

(10,720 )
(227 )

17,088
19,794

(6)

(58,315)
$ 19,202
$ 3,354,075
$ - $ 1,445,436

-
194,793

-
(249,648 )

-
2,358

-

(19,165)
$ -
$ 1,373,774
$ -
$ 11,498
$ 19,202
$ 1,968,803
(Concluded)

The above items of property, plant and equipment are depreciated on a straight-line basis over the following estimated useful lives as follows:

Buildings 10-56 years
Auxiliary equipment 3-11 years
Machinery and equipment 3-10 years
Testing equipment 1-6 years
Transportation equipment 4-10 years
Furniture and fixtures 1-6 years
Leasehold improvements 5 years
Other equipment 3-10 years

Refer to Note 35 for the carrying amounts of property, plant and equipment that had been pledged by the Group to secure borrowings.

14. LEASE ARRANGEMENTS

a. Right-of-use assets

December 31

  • 38 -
Carrying amounts
Land

Buildings
Transportation equipment

2020
$ 209,100

19,730

447

$ 229,277
2019
$ 215,922
25,098

894
$ 241,914
  • 39 -
Additions to right-of-use assets
Depreciation charge for right-of-use assets
Land
Buildings
Transportation equipment
Income from the subleasing of right-of-use assets (presented in other
income)
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2020
$ 2,924

$ 6,856

8,765

447

$ 16,068

$ 1,137
2019
$ 3,989
$ 6,859
6,454

361
$ 13,674
$ 1,093

Except for the aforementioned addition and recognized depreciation, the Group did not have significant sublease or impairment of right-of-use assets during the nine months ended December 31, 2020 and 2019.

The other part of right-of-use assets-land in China is subleased by operating leases, and the relevant right-of-use assets are classified as investment properties. Please refer to Note 15.

b. Lease liabilities

Carrying amounts
Current
Non-current
December 31

2020
$ 12,506

$ 219,510
2019
$ 11,885
$ 230,251

Range of discount rate for lease liabilities was as follows:

Land
Buildings
Transportation equipment
December 31
2020
2019
2.39%
2.39%
1.575%-5.000%
1.575%-4.750%
1.575%
1.575%

c. Material lease-in activities and terms

The Group leases land and buildings for the use of plants, offices and dormitory, also leases transportation equipment for the use of business travel with lease terms of 2 to 50 years. Lease terms of land in the ROC is 20 years, the lease contract for land located in the ROC specifies that lease payments will be adjusted on the basis of changes in announced land value prices. Lease terms of land in China is 50 years. The Group does not have bargain purchase options to acquire the leasehold land, buildings and transportation equipment at the end of the lease terms.

The Group did not enter into significant lease contracts in the year ended December 31, 2019 and 2020. Because of the market conditions severely affected by COVID-19 in 2020, the Group requested the lessor for rent subsidy. The lessor agreed to provide unconditional 20% rent reduction from January 1 to December 31, 2020. The Group recognized in profit or loss the impact of rent concessions of $832 thousand (presented in a deduction of expenses of variable lease payments) for the year of 2020.

  • 40 -

d. Subleases

The Group subleases its right-of-use assets for buildings under operating leases with lease terms for 2 years.

The maturity analysis of lease payments receivable under operating subleases was as follows:

Year 1
e. Other lease information
Expenses relating to short-term leases
Expenses relating to low-value asset leases
Total cash outflow for leases
December 31
2020
2019
$ -
$ 1,153
For the Year Ended December 31


2020
$ 6,530

$ 444

$ 22,636
2019
$ 11,343
$ 2,282
$ 30,995

The Company leases certain transportation equipment and other leases which qualify as short-term leases. The Company has elected to apply the recognition exemption and, thus, did not recognize right-of-use assets and lease liabilities for these leases.

15. INVESTMENT PROPERTIES

Cost
Balance at January 1, 2020

Additions

Effect of exchange rate differences


Balance at December 31, 2020


Accumulated depreciation


Balance at January 1, 2020

Depreciation expense

Effect of exchange rate differences


Balance at December 31, 2020


Carrying amount at December 31, 2020
Completed
Investment
Properties
$ 1,401,007

5,073


23,026


$ 1,429,106




$ 430,601
69,808

8,724


$ 509,133


$ 919,973
Right-of-use
Assets
$ 98,867

-


1,654


$ 100,521




$ 2,476
2,308


94


$ 4,950


$ 95,571
Total
$ 1,499,874
5,073

24,680
$ 1,529,627
$ 433,077
72,188

8,818
$ 514,083
$ 1,015,544
(Continued)
  • 41 -
Cost
Balance at January 1, 2019

Additions

Effect of acquisition of subsidiary

Effect of exchange rate differences


Balance at December 31, 2019


Accumulated depreciation


Balance at January 1, 2019

Depreciation expense

Effect of acquisition of subsidiary

Effect of exchange rate differences


Balance at December 31, 2019


Carrying amount at December 31, 2019
Completed
Investment
Properties
$ 1,400,135

1,488

52,074


(52,690)


$ 1,401,007




$ 360,821

71, 513

14,691


(16,424)


$ 430,601


$ 970,406
Right-of-use
Assets
$ 102,702

-

-


(3,835)


$ 98,867




$ -

2,574

-


(98)


$ 2,476


$ 96,391
Total
$ 1,502,837
1,488
52,074

(56,525)
$ 1,499,874
$ 360,821
74,087
14,691

(16,522)
$ 433,077
$ 1,066,797
(Concluded)

The right-of-use assets in the investment properties are the use right of land signed by the Group and is subleased under operating lease. The lease terms of the investment properties are from 1 to 15 years, with extension option according to the original contract when exercising the renewal right. The lessee do not have bargain purchase options to acquire the investment properties at the expiry of the lease periods.

The maturity analysis of lease payments receivable under operating leases of investment properties is as follows:

Year 1
Year 2
Year 3
December 31


2020
$ 197,870

164,577

96,344

$ 458,791
2019
$ 216,645
136,228

96,651
$ 449,524

The above items of investment properties are depreciated on a straight-line basis over their estimated useful lives as follows:

Completed investment properties 5-26 years Right-of-use assets 35-39 years

The fair value of the investment properties of Lingyao Technology Co., Ltd. in Shenzhen assesed in 2020 and 2019 had been determined on the basis of valuations carried out on December 31, 2020 and 2019 by Suzhou Fengzheng Renhe Estate Land Assets Appraisal Co., Ltd. and Guanhong Real Estate Appraisers Office, respectively. The valuation was arrived at by reference to the income approach. The significant unobservable inputs used include discount rates; the fair value as appraised is as follows:

Fair value December 31
2020
2019
$ 45,471
$ 37,900

The fair value of the investment properties of SunMedia Technology assesed in 2020 and 2019 had been determined on the basis of valuations carried out on December 31, 2020 and 2019 by Sichuan Zongli Real Estate Land Assets Evaluation Co., Ltd. The valuation was arrived at by reference to the income approach. The significant unobservable inputs used include discount rates; the fair value as appraised is as follows:

  • 42 -
Fair value
December 31
2020
2019
$ 1,192,093
$ 1,182,963

The fair value of the investment properties of Sunplus Technology (Shanghai) Co., Ltd. assessed in 2020 and 2019 had been determined on the basis of valuations carried out on December 31, 2020 and 2019 by Suzhou Feng-Zheng Valuation Firm. The valuation was arrived at by reference to the income approach. The significant unobservable inputs used include discount rates; the fair value as appraised is as follows:

Fair value
December 31
2020
2019
$ 2,374,398
$ 2,295,816

16. INTANGIBLE ASSETS

Cost
Balance at January 1

Additions
Decrease
Effect of exchange rate differences
Consolidated changes

Balance at December 31

Accumulated amortization
Balance at January 1

Amortization expense
Decrease
Effect of exchange rate differences
Consolidated changes

Balance at December 31

Accumulated deficit
Balance at December 31

Carrying amounts at December 31,
2020
For the Year Ended December 31, 2020 For the Year Ended December 31, 2020 For the Year Ended December 31, 2020
Technology
License Fees
$ 809,249
218,688
(41,842)
517

-

$ 986,612

$ 583,858
65,167
(41,842)
347

-

$ 607,530

$ 111,136

$ 267,946
Software
$ 312,600
23,140

(5,680)
433

(5,232)

$ 325,261

$ 289,553

23,277

(5,680)
313

(3,418)

$ 304,045

$ -

$ 21,216
Patents
$ 114,494

2,000

-
4

-

$ 116,498

$ 84,582

1,504

-
2

-

$ 86,088

$ 21,577

$ 8,833
Goodwill
$ 30,596


-

-
-

-

$ 30,596

$ -

-

-
-

-

$ -

$ -

$ 30,596
Total
$ 1,266,939
243,828
(47,522)
954

(5,232)
$ 1,458,967
$ 957,993
89,948
(47,522)
662

(3,418)
$ 997,663
$ 132,713
$ 328,591
  • 43 -
Cost
Balance at January 1

Additions
Decrease
Reclassified
Effect of exchange rate differences

Balance at December 31

Accumulated amortization
Balance at January 1

Amortization expense
Decrease
Reclassified
Effect of exchange rate differences

Balance at December 31

Accumulated deficit
Balance at December 31

Carrying amounts at December 31,
2019
For the Year Ended December 31, 2019 For the Year Ended December 31, 2019 For the Year Ended December 31, 2019
Technology
License Fees
$ 778,507
55,525
(23,509)
(350)

(924)

$ 809,249

$ 556,915
51,139
(23,509)
(175)

(512)

$ 583,858

$ 111,136

$ 114,255
Software
$ 298,609

20,069

(6,026)

-

(52)

$ 312,600

$ 270,852

25,302

(5,581)

-

(1,020)

$ 289,553

$ -

$ 23,047
Patents
$ 114,504


-

-
-

(10)

$ 114,494

$ 83,215

1,371

-
-

(4)

$ 84,582

$ 21,577

$ 8,335
Goodwill
$ 30,596


-

-
-

-

$ 30,596

$ -

-

-
-

-

$ -

$ -

$ 30,596
Total
$ 1,222,216
75,594
(29,535)
(350)

(986)
$ 1,266,939
$ 910,982
77,812
(29,090)
(175)

(1,536)
$ 957,993
$ 132,713
$ 176,233

Other intangible assets are amortized on a straight-line basis over their estimated useful lives as follows:

Technology license fees 1-10 years Software 1-10 years Patents 8-18 years

An analysis of depreciation by function

Selling and marketing expenses
General and administrative expenses
Research and development expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 232

3,677

86,039

$ 89,948
2019
$ 106
5,894

71,812
$ 77,812
  • 44 -

17. OTHER ASSETS

Current
Other financial assets

Pledged time deposits (a)
Time deposits (b)
Restricted assets (d)
Other assets

Prepaid technical licensing fee
Prepayments for EDA tools
Others
Non-current
Other financial assets

Pledged time deposits (a)
Time deposits (c)
Other assets

Refundable deposits
Others
December 31















2020
$ 113,920

82,213

44,201

$ 240,334


$ 18,032

21,141

72,265

$ 114,438

$ 35,809


236,358

$ 272,167


$ 4,055


7,800

$ 11,855
2019
$ 119,920
-

-
$ 119,920
$ 9,103
21,374

58,440
$ 88,917
$ 10,899

129,150
$ 140,049
$ 6,247

7,800
$ 14,047
  • a. Refer to Note 35 for information on pledged time deposits.

  • b. Sunplus Technology (Shanghai) Company, Lingyao Company, Sunplus Prof-tek (Shenzhen) Company and Sunplus Technology (Beijing) Company made a fixed deposit of RMB$18,783 thousand at banks on December 31, 2020. The deposit period of time deposit is 6 months to 1 year, and interest can be charged at a certain interest rate during the deposit period.

  • c. Shanghai Technology (Shanghai) Company , Lingyao Company and Shenzhen Lingjia Company made certificates of deposit of RMB$54,000 thousand and RMB$30,000 at the bank on December 31, 2020, and on December 31, 2019, respectively. The deposit period of the certificates of deposit is 2 to 3 years and 3 years respectively, and interest can be charged at a certain interest rate during the deposit period.

  • d. Refer to Note 28 for information on restricted assets.

  • 45 -

18. BORROWINGS

Short-term borrowings

Secured borrowings
Bank loans
Unsecured borrowings
Bank loans
December 31


2020
$ 97,102



217,107

$ 314,209
2019
$ 120,130

203,496
$ 323,626

The range of weighted average effective interest rates on bank loans was 0.716%-2.800% and 1.745%-3.000% per annum at December 31, 2020 and 2019, respectively.

- Long term borrowings

The borrowings of the Group were as follows:

Maturity Date
Significant Covenant
Floating rate borrowings
Unsecured bank borrowings
2025.08.21
Repayable quarterly from November 2021, the
loan was repaid on maturity
Unsecured bank borrowings
2023.10.13
Repayable semiannually from October 2022,
the loan was repaid on maturity
Less: Current portion
Long-term borrowings
**December ** **31 **


2020
$ 200,000
30,000

(25,000)
$ 205,000
2019
$ -
-

-
$ -

The interval of effective borrowing rates as of December 31, 2020 was 1.250%-1.320%.

In addition, in accordance with the provisions of the loan contract, the Group’s consolidated financial statements for the year ended 2020 are subject to current ratio, debt ratio, interest coverage ratio, etc., but they are not included in the examination of default items. The Group's financial ratios are in compliance with the contract requirements.

19. TRADE PAYABLES


Accounts payable


Payable - operating
December 31



2020



$ 450,216
2019
$ 352,155

The average credit period on purchases of certain goods was 30-60 days. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

  • 46 -

20. OTHER LIABILITIES

Current
Other payables
Payables for salaries or bonuses
Refund liabilities
Payables for employees’ compensation and remuneration of directors
Payable for royalties
Labor/health insurance
Payables for purchases of equipment
Payables for labor costs
Commissions payable
Others
Deferred revenue
Deferred revenue
Arising from government grants (Note 28)
Non-current
Other payable
Long-term payables
Payables for purchases of equipment
Decommissioning liabilities
Others
Deferred revenue
Arising from government grants (Note 28)
December 31







2020
$ 464,201

75,313
73,815
68,250
27,106
8,005
7,195
6,591

64,848

$ 795,324

$ 46,098

$ 6,484

4,940
889

1,532

$ 13,845

$ 58,300
2019
$ 299,871
46,591
46,467
46,676
26,629
5,552
6,105
6,920

91,290
$ 576,101
$ 1,568
$ 4,470
3,198
889

-
$ 8,557
$ 58,015

21. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

Sunplus, Generalplus, Sunext, Sunplus Innovation, Sunplus mMedia and Jumplux Technology of the Group adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, the Group makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

  • 47 -

b. Defined benefit plans

The defined benefit plans adopted by the Company, Generalplus, Sunplus Innovation and Jumplux Technology in accordance with the Labor Standards Act is operated by the government of the ROC. Under this plan, employees should receive either a series of pension payments with a defined annuity or a lump sum that is payable immediately on retirement and is equivalent to 2 base units for each of the first 15 years of service and 1 base unit for each year of service thereafter. The total retirement benefit is subject to a maximum of 45 units. The pension benefits are calculated on the basis of the length of service and average monthly salaries of the six month before retirement. In addition, the Group makes monthly contributions, equal to 2% of salaries, to a pension fund, which is administered by a fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name and are managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the company has no right to influence the investment policy and strategy. According to the letter of Zhuhuanzi No. 1090003642 issued by the Hsinchu Science Park Administration of the Ministry of Science and Technology, the Company ceased its retirement fund contribution temporarily from January 1, 2020 to December 31, 2020.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans are as follows:

Present value of funded defined benefit obligation
Fair value of plan assets
Net liabilities arising from defined benefit obligation
December 31


2020
$ 244,805


(188,926)

$ 55,879
2019
$ 267,360

(204,475)
$ 62,885

Movements in net defined benefit liabilities were as follows:

Present Value of Present Value of
Funded Defined Net Defined
Benefit Fair Value of Benefit Liabilities
Obligation Plan Assets (Assets)
Balance at January 1, 2019 $
268,025
$ 188,770 $
79,255
Service cost
Current service cost 805 - 805
Net interest expense (income) 3,051 2,212 839
Recognized gain and loss 3,856 2,212 1,644
Remeasurement
Return on plan assets - 6,223 (6,223)
Actuarial (gain) loss-experience adjustment (2,387) - (2,387)
Actuarial (gain) loss-changes in demographic
assumptions 47 - 47
Actuarial loss-changes in financial assumptions
3,602 - 3,602
Recognized in other comprehensive income 1,262 6,223 (4,961)
Contributions from the employer - 13,053 (13,053)
Benefit paid (5,783) (5,783) -
Balance at December 31, 2019 $
267,360
$ 204,475 $
62,885
(Continued)
  • 48 -
Present Value of Present Value of
Funded Defined Net Defined
Benefit Fair Value of Benefit Liabilities
Obligation Plan Assets (Assets)
Balance at January 1, 2020 $
267,360
$ 204,475 $
62,885
Service cost
Current service cost 563 - 563
Net interest expense (income) 2,556 1,973 583
Recognized gain and loss 3,119 1,973 1,146
Remeasurement
Return on plan assets - 5,980 (5,980)
Actuarial (gain) loss-experience adjustment 2,240 - 2,240
Actuarial (gain) loss-changes in demographic
assumptions (1,441) - (1,441)
Actuarial loss-changes in financial assumptions
(1,502) - (1,502)
Recognized in other comprehensive income (703) 5,980 (6,683)
Contributions from the employer - 1,469 (1,469)
Benefit paid (24,971) (24,971) -
Balance at December 31, 2020 $
244,805
$ 188,926 $
55,879
(Concluded)

An analysis by function of the amounts recognized in profit or loss in respect of the benefit plans is as follows:

Operating costs
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Net liability arising from defined benefit obligation
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 121

114
317

482

$ 1,034
2019
$ 155
176
431

936
$ 1,698

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

  • 49 -

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)
Expected rate(s) of salary increase
Resignation rate
December 31
2020
2019
0.30%-0.80%
0.80%-1.00%
3.625%-5.00%
4.00%-5.00%
0%-28%
0%-28%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

December 31, December 31, December 31, December 31,
2020 2019
Discount rate(s)
0.25% increase $ (6,559) $ (7,703)
0.25% decrease $ 6,818 $ 8,014
Expected rate(s) of salary increase
1% increase $ 27,669 $ 32,682
1% decrease $ (24,291) $ (28,567)

The above sensitivity analysis may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions will occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plan for the next year
Average duration of the defined benefit obligation
December 31
2020
2019
$ 1,170
$ 4,024
13-16 years
13-16 years

22. EQUITY

  • a. Share capital

  • 1) Ordinary shares:

Shares authorized (in thousands of shares)

Value of authorized shares

Number of shares issued and fully paid (in thousands)

Shares issued and fully paid
December 31 December 31



2020

1,200,000

$ 12,000,000


591,995

$ 5,919,949
2019

1,200,000
$ 12,000,000

591,995
$ 5,919,949

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

Of the Company’s authorized shares, 80,000 thousand shares had been reserved for the issuance of convertible bonds and employee share options.

2) Global depositary receipts

  • 50 -

In March 2001, Sunplus issued 20,000 thousand units of global depositary receipts (GDRs), representing 40,000 thousand ordinary shares that consisted of newly issued and originally outstanding shares. The GDRs are listed on the London Stock Exchange (ticker: SUPD) with an issuance price of US$9.57 per unit. As of December 31, 2020, the outstanding 175 thousand units of GDRs represented 350 thousand ordinary shares.

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (a)
Arising from the issuance of ordinary shares
Arising from the acquisition of a subsidiary
The difference between consideration received or paid and the carrying
amount of the subsidiaries’ net assets during actual disposal or
acquisition
May be used to offset a deficit only
From treasury share transactions
Changes in net equity of associates or joint ventures accounted for using
the equity method
December 31


2020
$ 18,497

157,423
207,316
46,307

71,277

$ 500,820
2019
$ 196,095
157,423
140,184
45,239

55,491
$ 594,432
  • a) When the Company has no deficit, such capital surplus may be distributed as cash dividends, or may be transferred to share capital once a year and within a certain percentage of the Company’s capital surplus.

c. Retained earnings and dividend policy

Under the dividend policy as set forth in the amended Articles, Sunplus shall appropriate from annual net income less any accumulated deficit: (a) 10% as legal reserve; and (b) special reserve equivalent to the debit balance of any accounts shown in the shareholders’ equity section of the balance sheet, other than deficit.

Under the approved shareholders’ resolution, the current year’s net income less all the foregoing appropriations and distributions, plus the prior years’ unappropriated earnings may be distributed as additional dividends. Sunplus’ policy is that cash dividends should be at least 10% of total dividends distributed. However, cash dividends will not be distributed if these dividends are less than NT$0.5 per share.

Under the regulations promulgated, a special reserve equivalent to the debit balance of any account shown in the shareholders’ equity section of the balance sheet (for example, unrealized loss on financial assets and cumulative translation adjustments) should be allocated from unappropriated retained earnings. For the policies on distribution of employees’ compensation and remuneration to directors before and after amendment, refer to Note 24-(h).

Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

The Company appropriates or reverses a special reserve in accordance with Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive entitled “Questions and Answers on Special Reserves Appropriated Following the Adoption of IFRSs”. Distributions can be made out of any subsequent reversal of the debit to other equity items.

The appropriations of earnings for 2019 approved in the shareholders’ meeting on June 10, 2019, as follows:

  • 51 -
For Year 2018
Legal reserve $ 562
Special reserve $ 241,173

The appropriations of earnings for 2020 approved in the shareholders’ meeting on June 12, 2020, as follows:

For Year 2019
Special reserve reversed $ 32,263
Legal reserve deficits compensated $ 229,998

The Company’s shareholders resolved in the shareholders’ meetings on June 12, 2020, June 10, 2019 to issue and cash dividends of $177,598 thousand and $213,118 thousand from the capital surplus, respectively.

The earnings distribution proposal for 2020 in the board of directors meeting proposed on March 29, 2021 as follows:

For the Year
2020
Legal reserve $ 32,889
Special reserve reversed $ 15,111
Cash dividend $ 311,093
Cash dividend per share (NT$) $ 0.53

The appropriation of earnings for 2020 is subject to resolution in the shareholders’ meeting to be held on June 7, 2021.

  • d. Special reserve
Beginning at January 1
Appropriations to the special reserve
Special reserve reversed
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 308,452
-

(32,263)
$ 276,189
2019
$ 62,279
241,173

-
$ 308,452
  • 52 -

e. Other equity items

1) Exchange differences on translating the financial statements of foreign operations:

Balance at January 1
Exchange differences on translating foreign operations
Share of exchange differences of associates accounted for using
equity method
Reclassification adjustments
Disposal of foreign operations
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ (218,780)

(1,032)
2,072

(10,283)

$ (228,023)
2019
$ (138,875)
(75,511)
(4,394)

-
$ (218,780)

2) Unrealized gain (loss) from investments in equity instruments measured at FVTOCI:

Balance at January 1
Current
Unrealized gain (loss)
Share of unrealized gain (loss) on associates accounted for using
the equity method
Cumulative unrealized gain (loss) of equity instruments transferred
to retained earnings due to disposal
Disposal of partial interests in subsidiaries
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ (42,246)

(1,354)
7,261
1,172

2,112

$ (33,055)
2019
$ (303,968)
(20,881)
3,089
279,514

-
$ (42,246)

f. Non-controlling interests

Balance at January 1

Attributable to non-controlling interests:
Share of profit for the year
Exchange difference on translation foreign operations
Unrealized gain (loss) on financial assets at FVTOCI
Actuarial gains on defined benefit plans
Cash dividends from subsidiaries
Non-controlling interests related to outstanding vested share options
Disposal of partial interests in subsidiaries
Equity instruments held by the employees of subsidiaries
Others

Balance at December 31
For the Year Ended December 31 For the Year Ended December 31


2020
$ 1,394,158

295,424
4,165
(1,861)
(96)
(139,531)
12,000
31,770
9,408

(199)

$ 1,605,238
2019
$ 1,401,664
159,443
(9,377)
(563)
225
(157,520)
-
-
-

286
$ 1,394,158
  • 53 -

g. Treasury shares

Shares
Transferred to Shares Held by
Employees (In Its Subsidiaries Total (In
Thousands of (In Thousands of Thousands of
Purpose of Buyback Shares) Shares) Shares)
Number of shares as of January 1, 2019 - 3,560 3,560
Decrease
-

-
-
Number of shares as December 31, 2019
-

3,560

3,560
Number of shares as of January 1, 2020 - 3,560 3,560
Decrease
-

-
-
Number of shares as December 31, 2020
-

3,560

3,560

The Group’s shares held by its subsidiaries at the end of the reporting periods were as follows:

Shares
Transferred to Shares Held by
Employees (in Its Subsidiaries Total (in
Thousands of (in Thousands of Thousands of
Purpose of Buyback Shares) Shares) Shares)
December 31, 2020
Lin Shin Investment Co Ltd 3,560 $ 63,401 $ 65,148
December 31, 2019
Lin Shin Investment Co., Ltd 3,560 $ 63,401 $ 48,238

The subsidiaries holding treasury shares, however, are bestowed shareholders’ rights, except the rights to participate in any share issuance for cash and to vote.

23. REVENUE

Revenue from the sale of goods

Rental income from property
Other

For the Year Ended December 31 For the Year Ended December 31


2020
$ 6,084,210

230,273

99,657

$ 6,414,140
2019
$ 5,085,074

265,330

136,256
$ 5,486,660
  • a. Contract information

Revenue from the sale of goods

IC products are sold to agents and customers. The Group determines the sales price of products based on orders. It takes into consideration the past purchases of agents and customers in order to estimate the most likely discount amount and return rate. Based on the determination of revenue, the Group recognizes the amount and the liabilities for refunds (accounted for as other current liabilities).

Other income

  • 54 -

Other income mainly comes from software development and royalties.

b. Contract balances

Trade receivables (Note 9)

Contract liabilities - current
December 31,
2020
$ 1,204,798

$ 26,181
December 31,
2019

$ 832,633


$ 24,912
January 1,
2019
$ 954,030
$ 7,511

c. Disaggregation of revenue

Primary geographical markets
Asia

Taiwan
Others


Timing of revenue recognition
Satisfied at a point in time

Satisfied over time

Reportable Segments Reportable Segments
Direct Sales





2020
$ 3,816,229

2,536,578

61,333

$ 6,414,140

$ 6,176,425


237,715

$ 6,414,140
2019
$ 3,474,148
1,955,083

57,429
$ 5,486,660
$ 5,210,466

276,194
$ 5,486,660

24. NET PROFIT

Net profit included the following items:

a. Interest income

Bank deposits
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 24,052


-

$ 24,052
2019
$ 24,536

42
$ 24,578
  • 55 -

b. Other income

Dividend income
Subsidy income (Note 28)
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 29,412

40,135

48,257

$ 117,804
2019
$ 28,815
27,107

75,616
$ 131,538

c. Other gains and losses

Net gain (loss) on financial assets and liabilities
Net gain (loss) on financial assets designated as at FVTPL (Note 7)
Net foreign exchange loss
Gain (loss) on disposal of subsidiary
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 122,742

(10,900)
7,795

7,711

$ 126,748
2019
$ 17,879
(27,640)
(43)

10,931
$ 1,127

d. Finance costs

Interest on bank loans
Interest on lease liabilities
Other finance costs
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 7,527
5,555

2,664
$ 15,746
2019
$ 15,721
5,674

3,454
$ 24,849

e. Depreciation and amortization

An analysis of depreciation by function
Operating costs
Operating expenses
An analysis of amortization by function
Operating expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2020
$ 79,253


221,821

$ 301,074

$ 89,948
2019
$ 81,393

201,161
$ 282,554
$ 77,812
  • 56 -

f. Operating expenses directly related to investment properties

Direct operating expenses from investment property that generated rental
income
g. Employee benefit expense
Short-term benefits

Post-employment benefits
Defined contribution plans
Defined benefit plans (Note 21)

Other employee benefits

Share-based payments
Equity-settled

Other employee benefits

Total employee benefit expense

An analysis of employee benefit expense by function
Operating costs

Operating expenses

For the Year Ended December 31 For the Year Ended December 31
2020
2019
$ 85,869
$ 77,547
For the Year Ended December 31








2020
$ 1,661,037

46,178

1,034


47,212


9,408


35,402

$ 1,753,059

$ 101,951


1,651,108

$ 1,753,059
2019
$ 1,494,942
45,278

1,698

46,976

-

30,602
$ 1,572,520
$ 98,052

1,474,468
$ 1,572,520

h. Employees’ compensation and remuneration of directors and supervisors

The Company resolved amendments to its Articles of Incorporation to distribute employees’ compensation and remuneration directors at rates of no less than 1% and no higher than 1.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and remuneration of directors for the years ended December 31, 2020 and 2019 were as follows:

Accrual rate

Employees’ compensation
Remuneration of directors
Amount
Employees’ compensation
Remuneration of directors
For the Year Ended December 31
2020
2019
1.00%
1.00%
1.50%
1.50%
For the Year Ended December 31
For the Year Ended December 31 For the Year Ended December 31
2020
Cash
Shares
$ 3,317
$ -
4,975
-
2019
Cash
Shares
$ 206
$ -
309
-

If there is a change in the proposed amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in accounting estimate and will be adjusted in next fascial year.

  • 57 -

The actual amounts of employee’ compensation and remuneration of directors are different from the amounts recognized in the annual consolidated financial statements. Therefore, on April 22, 2020, the board of directors resolved that the differences will be adjusted to the profit or loss for 2020.

The actual amount resolved by the board of directors
Recognized amount in annual financial statements
For the Year Ended December 31,
2019
Employees’
Compensation
Remuneration of
Directors and
Supervisors
$ -
$ -
$ 206
$ 309

There is no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the year ended December 31, 2018.

Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • i. Gain or loss on exchange rate changes
Exchange rate gains
Exchange rate losses
Net loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2020
$ 130,878

(141,778)

$ (10,900)
2019
$ 87,093
(114,733)
$ (27,640)

25. INCOME TAXES

  • a. Income tax recognized in profit or loss

The major components of tax expense were as follows:

Current tax
In respect of the current year
Adjustments for prior periods
Deferred tax
In respect of the current year
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2020
$ 179,824


(9,630)

170,194

(4,283)

$ 165,911
2019
$ 90,323

(22,355)
67,968

1,500
$ 69,468
  • 58 -

A reconciliation of accounting profit and current income tax expenses is as follows:

Profit before tax
Income tax expense at the statutory rate
Different statutory rate in other jurisdictions
Tax effect of adjusting items:
Nondeductible expenses in determining taxable income
Temporary differences
Unrecognized temporary differences
Current investment credit
Effects of consolidated income tax filing
Tax-exempt income
Loss carryforwards
Differences in income basic tax
Current income tax expense
Deferred income tax expense
Temporary differences
Unrecognized loss carryforwards
Adjustments for prior years’ tax
Foreign income tax expense
Income tax expense recognized in profit or loss
For the Year Ended For the Year Ended December 31




2020
$ 784,738

$ 156,948

716
(27,165)
5,916
-
(12,857)
(34)
(4,618)
(993)

283

118,196
(4,283)
61,126
(9,630)

502

$ 165,911
2019
$ 244,220
$ 48,844
2,344
3,163
(11,475)
(419)
(6,650)
(42)
-
-

-
35,765
1,500
49,771
(22,355)

4,787
$ 69,468

In July 2019, the president of the ROC announced the amendments to the Statute for Industrial Innovation, which stipulate that the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings.

  • b. Current tax assets and liabilities
Current tax assets
Tax refund receivable (classified as other receivable)
Prepaid income tax (classified as other current assets)
Current tax liabilities
Income tax payable
December 31 December 31
2020
$ 415

-
$ 415
$ 155,138
2019
$ 516

24
$ 540
$ 52,169

c. Deferred tax assets and liabilities

The Group offset certain deferred tax assets and deferred tax liabilities that met the offset criteria.

  • 59 -

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2020

Recognized in Recognized in
Deferred Tax Assets Opening Balance Profit or Loss Closing Balance
Temporary differences
Unrealized loss on inventories $ 12,120 $ (326) $ 11,794
Fixed assets 4,947 (1,509) 3,438
Unrealized sales 883 (883) -
Exchange (gains) losses (226) (1,168) (1,394)
Other 11,030 8,169 19,199
$ 28,754 $ 4,283 $ 33,037
For the year ended December 31, 2019
Recognized in
Deferred Tax Assets Opening Balance Profit or Loss Closing Balance
Temporary differences
Unrealized loss on inventories $ 12,102 $ 18 $ 12,120
Fixed assets 4,063 884 4,947
Unrealized sales 675 208 883
Exchange (gains) losses (1,003) 777 (226)
Other 14,417 (3,387) 11,030
$ 30,254 $ (1,500) $ 28,754
  • d. Deductible temporary differences, unused loss carryforwards and unused investment credits for which no deferred tax assets have been recognized in the consolidated balance sheets
Loss Carryforwards
Expiry in 2020

Expiry in 2021
Expiry in 2022
Expiry in 2023
Expiry in 2024
Expiry in 2025
Expiry in 2026
Expiry in 2027
Expiry in 2028
Expiry in 2029
Expiry in 2030


Deductible temporary differences
December 31 December 31



2020
$ -

530,904
536,364
1,467,084
65,199
49,489
55,551
88,194
130,320
391,411

83,032

$ 3,397,548

$ 117,978
2019
$ 251,700

535,328

536,364

1,467,084

65,199

49,489

55,551

88,194

130,320
75,674

-
$ 3,254,903
$ 113,956
  • 60 -

e. Unused loss carryforwards and tax-exemptions

Loss carryforwards as of December 31, 2020 pertaining to Sunplus:

Unused Amount Unused Amount Expiry Year
$ 322,509 2021
394,894 2022
1,144,831 2023
24,228 2027
329,899 2029
46,749 2030
$ 2,263,110

Loss carryforwards as of December 31, 2020 pertaining to Sunplus Venture:

Unused Amount Expiry Year
$ 4,863 2022

92,197
2023
$ 97,060
Loss carryforwards as of December 31, 2020 pertaining to Lin Shin:
Unused Amount Expiry Year
$ 39,908 2023
Loss carryforwards as of December 31, 2020 pertaining to Sunext:
Unused Amount Expiry Year
$ 99,355 2021
100,760 2022
159,490 2023
31,147 2024

975
2025
$ 391,727
Loss carryforwards as of December 31, 2020 pertaining to Genki Tek:
Unused Amount Expiry Year
$ 7,971 2030
  • 61 -

Loss carryforwards as of December 31, 2020 pertaining to Sunplus mMedia:

Unused Amount Expiry Year
$ 109,040 2021
35,847 2022
30,658 2023
29,360 2024
27,164 2025
11,155 2026
9,369 2027
57,427 2028
25,045 2029
335 2030
$ 335,400

Loss carryforwards as of December 31, 2020 pertaining to Jumplux:

Unused Amount Expiry Year
$ 4,692 2024
21,350 2025
44,396 2026
54,597 2027
72,893 2028
36,467 2029
27,977 2030
$ 262,372

f. Income tax assessments

The income tax returns of Sunplus and Sunplus mMobile through 2017 and Sunplus Innovation Technology, Generalplus, Sunext ,Jumplux, Lin Shih, Sunplus mMedia ,Wei-Young, Sunplus Management Consulting and Sunplus Venture through 2018 have been assessed by the tax authorities.

26. EARNINGS PER SHARE


Basic gain per share
Diluted earnings per share
Unit: NT$ Per Share
For the Year Ended December 31
Unit: NT$ Per Share
For the Year Ended December 31
Unit: NT$ Per Share
For the Year Ended December 31

2020
$ 0.55

$ 0.55
2019
$ 0.03
$ 0.03
  • 62 -

The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:

Net profit for the year

Profit for the year attributable to owners of the Company
Effect of potentially dilutive ordinary shares
Bonuses for employees
Earnings used in the computation of diluted EPS from continuing operations
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2020
$ 323,403


-

$ 323,403
2019
$ 15,309

-
$ 15,309

The weighted average number of ordinary shares outstanding (in thousand shares) is as follows:


Weighted average number of ordinary shares used in the computation of
basic earnings per shares
Effect of dilutive potential ordinary shares:
Bonuses issued to employees
Weighted average number of ordinary shares used in the computation of
diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2020
588,435

181


588,616
2019
588,435

16

588,451

The Group may settle the compensation of employees in cash or shares; therefore, the Group assumes that the entire amount of the compensation will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

27. SHARE-BASED PAYMENT ARRANGEMENTS

  • a. Restricted shares for employees

In the shareholders’ meeting of Sunplus Innovation Technology Company on June 22, 2020, the shareholders approved a restricted share plan for employees with a total amount of NT$20,000 thousand, consisting of 2,000 thousand shares. The aforementioned resolution was declared effectively by the FSC on October 12, 2020.

The restricted share plan was approved by the board of directors in a total amount of NT$10,000 thousand, consisting of 1,000 thousand shares and the issuing price of each share was NT$0. The Company set October 28, 2020 as the grant date and November 5, 2020 as the record date of capital increase. The fair value of granted share was $75.26 per share.

  • 63 -

After the restricted shares are allocated to employees in accordance with the Company’s regulations, and they are still working after the expiration of the following vested terms while they meet the performance conditions, the proportions of vested shares are as follows:

  • 1) Those who served in the Company for a year after the grant date with recent personal performance rating before the expiration date reaches the top 35% (included) of the Company, will receive 50% of the number of allocated shares.

  • 2) Those who served in the Company for two year after the grant date with recent personal performance rating before the expiration date reaches the top 35% (included) of the Company, will receive 50% of the number of allocated shares.

When the employee fails to meet the vesting conditions:

  • 1) Resignation (voluntary resignation/retirement/layoff/dismissal): The employee that has not fulfilled the vesting conditions will be deemed to have not met the vesting conditions from the day of resignation. The Company will buy back and cancel the employee’s restricted shares at the original issuing price according to the laws.

  • 2) Unpaid leave: The employee that has not fulfilled the vesting conditions will be restored to the rights and interests from the date of reinstatement, but the vesting period shall be deferred according to the period of unpaid leave.

  • 3) Death: The employee that has not fulfilled the vesting conditions will be deemed to have not met the vesting conditions from the day of death. The Company will buy back and cancel the employee’s restricted shares at the original issuing price according to the laws.

  • 4) Occupational injury:

  • a) Those who are unable to continue their employment due to occupational injury and have not fulfilled the vesting conditions shall still fulfill the vesting conditions according to regulation 3) Death.

  • b) Death due to occupational injury may cause the employee not fulfilling the vesting conditions which shall be fulfilled by the heirs from the day of the death of the inherited employee according to regulation 3) Death.

  • 5) Transfer employeement: If an employee is requested to transfer to an affiliate company or other company (except tranferring to a subsidiary), the restricted shares shall be proceed according to the regulation of "Resignation". However, due to Sunplus Innovation Technology Comapany’s operation need, employees for those who were assigned by Sunplus Innovation Technology Company to be transferred to the company's affiliates or other companies will not be affected.

  • 6) Employees or their heirs shall receive the transferred shares according to the trust agreement.

  • 7) Share dividends and cash dividends that have been allocated to employees who have not fulfilled the vesting conditions during the vesting period shall not be returned.

The restrictions on the rights of the employees who acquire the restricted shares but have not met the vesting conditions are as follows:

  • 1) The employees cannot sell, pledge, transfer, donate or, in any other way, dispose of these shares.

  • 2) The employees holding these shares are not entitled to receive cash dividends and share dividends.

  • 64 -

  • 3) Employees should immediately place the restricted shares under the trust or custody after the issuance of restricted shares. They shall not request the trustee or custodian to return the restricted shares for any reason before the vesting conditions are fulfilled.

Other agreements were as follow:

Sunplus Innovation Technology Company shall act on behalf of employees to negotiate with trust institutions or custodian institutions. It may include but not limited to negotiate, sign, revise, extend, cancel and terminate the trust contracts or custody contracts and instructions for the delivery, use and disposal of trust or custody property during the period of trust or custody.

Information on employee restricted share was as follows:

Outstanding shares at January 1
Shares granted
Outstanding shares at December 31
For the Year
Ended December
31, 2020
Number of
Options (In
Thousands of
Units)
-

1,000

1,000

Compensation costs recognized were NT$9,408 thousand for the years ended December 31, 2020.

28. GOVERNMENT GRANTS

In August 2013, Sun Media Technology Co., Ltd. received a government grant amounting to RMB$16,390 thousand (NT$79,213 thousand) for the purchase of land on which to build a plant. The amount was recognized as deferred revenue and subsequently transferred to profit or loss over the useful life of the related asset.

The total revenue recognized as profit for the years ended December 31, 2020 and 2019 was $1,559 and $1,629 thousand, respectively.

The Company applied for subsidy under the "Salary and Working Capital Subsidies for Difficult Businesses Affected by Serious Special Infectious Pneumonia" program of the Ministry of Economic Affairs in June 2020. The subsidy period is from April 2020 to June 2020, and the Group has received a subsidy of $21,034 thousand. The total revenue recognized as profit amounted to $21,034 thousand for the year ended December 31, 2020 as other income.

Jumplux Technology Co., Ltd. applied for subsidy under the "Salary and Working Capital Subsidies for Difficult Businesses Affected by Serious Special Infectious Pneumonia" program of the Ministry of Economic Affairs in June 2020. The subsidy period is from April 2020 to June 2020, and the Group has received a subsidy of $2,057 thousand. The total revenue recognized as profit amounted t $2,057 thousand for the year ended December 31, 2020 as other income.

The Company applied for the AI on Chip R&D subsidy program of the Ministry of Economic Affairs, and the “Shared Intelligent Computing Chiplet Architecture R&D Program” was reviewed and approved on November 20, 2020. The approved total subsidy amounted to NT$ 115,356 thousand. As of December 31, 2020, the accumulated subsidy received is NT$ 44,201 thousand (recognized as other financial assets), and the income from the recognized subsidy is NT$ 0. In addition, the Company has a special account for subsidies in accordance with regulations, and the monthly withdrawal amount should be withdrawn according to the monthly expenditure summary statement, and the withdrawal amount shall not be higher than the expenditure amount.

29. CONSOLIDATION OF SUBSIDIARIES

  • 65 -

a. Subsidiaries acquired

Proportion of
Voting Equity
Interests Consideration
Subsidiary Principal Activity
Date of Acquisition
Acquired (%)

Transferred
Worldplus and its Investment, development September 2, 2019 100 $ 112,669
subsidiaries of computer software,
system integration
services and building
rental
Consideration transferred
Worldplus and
Its Subsidiaries
Cash $ 112,669
Assets acquired and liabilities assumed at the date of acquisition
Worldplus and
Its Subsidiaries
Current assets
Cash and cash equivalents $ 64,454
Trade and other receivables 428
Non-current assets
Property, plant and equipment 377
Construction in progress 17,088
Investment properties 37,383
Current liabilities
Trade and other payables (2,303)
Long-term payables (4,758)
$ 112,669
Net cash outflow on the acquisition of subsidiaries
Worldplus and
Its Subsidiaries
Consideration paid in cash $ 112,669
Less: Cash and cash equivalent balances acquired (64,454)
$ 48,215
Impact of acquisitions on the results of the Group
Worldplus and
Its Subsidiaries
Net revenue $
2,053
Net loss $
(2,582)
  • b. Consideration transferred

  • c. Assets acquired and liabilities assumed at the date of acquisition

  • d. Net cash outflow on the acquisition of subsidiaries

  • e. Impact of acquisitions on the results of the Group

If the merger of Worldplus and its subsidiaries occurred on January 1, 2019, the Japanese company’s proposed operating income and proposed operating net profit were $5,516,431 and $125,834, respectively, from January 1 to December 31, 2019. It is reflected that the actual revenue and operating results of the Company should not be used

  • 66 -

as a predictor of future operating results. The original accounting treatment of Worldplus and its subsidiaries is only tentative on the balance sheet date. For the purpose of taxation, the tax base of Worldplus and its subsidiaries’ assets is subject to re-determination based on the market value of such assets and the taxable value of the company’s management.

In determining the pro-forma revenue and profit of the Group had Worldplus and its subsidiaries been acquired at the beginning of the financial year, the management considered the following:

  • 1) The fair values of property, plant and equipment, rather than their carrying amounts recognized in the respective pre-acquisition financial statements at the initial accounting for the business combination, were used as a basis for the depreciation of property, plant and equipment.

30. DISPOSAL OF SUBSIDIARIES

2020

  • a. Analysis of assets and liabilities from liquidation

The Group completed the liquidation of its subsidiary, Ytrip Technology Co., Ltd. and its subsidiary 1culture Communication Co., Ltd. on June 23 and May 29, 2020, respectively.

Ytrip Technology Ytrip Technology
Co., Ltd. and Its
Subsidiaries
Current assets
Cash and cash equivalents $ 2,106
Other receivables 281
Non-current assets
Property, plant and equipment 15
Intangible assets 1,814
Current liabilities
Others (106)
Net assets disposed of $ 4,110
  • 67 -

b. Gain on liquidation of subsidiaries

Ytrip Technology Ytrip Technology
Co., Ltd. and Its
Subsidiaries
Consideration received $ 1,240
Net assets disposed of (4,110)
Reclassification of other comprehensive income in respect of the
subsidiaries 10,283
Non-controlling interests 382
Gain on disposals $ 7,795

c. Net cash inflow on liquidation of subsidiaries

Ytrip Technology
Co., Ltd. and Its
Subsidiaries
Consideration received $ 1,240
Less: Cash and cash equivalent balances disposed of
(2,106)
$ (866)

2019

The Group completed the liquidation on its subsidiary, Han Young Technology Co., Ltd. on November 15, 2019.

  • a. Analysis of assets and liabilities from liquidation
Hanyang Hanyang
Technology Co.,
Ltd.
Current assets
Cash and cash equivalents $ 2,481
Other receivables 7
Non-current assets
Property, plant and equipment 29
Refundable deposits 55
Current liabilities
Others (29)
Net assets disposed of $ 2,543
  • 68 -

  • b. Loss on liquidation of subsidiaries

Hanyang Hanyang
Technology Co.,
Ltd.
Consideration received $ 1,737
Net assets disposed of (2,543)
Non-controlling interests 763
Loss on disposal $ (43)

c. Net cash inflow on liquidation of subsidiaries

Hanyang Hanyang
Technology Co.,
Ltd.
Consideration received $ 1,737
Less: Cash and cash equivalent balances disposed of (2,481)
$ (744)

31. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS

From January to March, April and September, 2019, Sunplus purchased the equity from the external shareholders of Sunext Technology Co., Ltd. increasing its controlling interest from 91.40% to 91.47%, 91.47% to 91.53% and 91.53% to 92.55%, respectively.

In February, May and December 2019 and June 2020 Giant Rock subscribed for additional new shares of Sunplus APP Technology, and increased Giant Rock’s controlling interest from 93.33% to 95.00%, 95.00% to 95.65%, 95.65% to 96.16% and 96.16% to 96.32%, respectively.

In September 2020, Sunplus disposed of its 2.92% share in Sunplus Innovation Technology Company, resulting in a decrease in its controlling interest from 68.86% to 65.94%.

The above transactions were accounted for as equity transactions since the Group did not cease to have control over these subsidiaries.

2020

Sunplus
Innovation Sunplus App
Technology Inc. Technology
Cash consideration paid
$

101,014

$
-
The proportionate share of the carrying amount of the net assets of the
subsidiary transferred to non-controlling interests (31,770) (183)
Reattribution of other equity from non-controlling interests
Unrealized loss on financial assets at FVTOCI (2,112) -
Differences recognized from equity transactions $

67,132
$ (183)
  • 69 -
2019 Sunplus
Innovation
Technology Inc.
Sunplus App
Technology
Line items adjusted for equity transactions
Retained earnings
$ -
$ (183)

Capital surplus - difference between consideration
received or paid and the carrying amount of the
subsidiaries’ net assets during actual disposal or
acquisition

67,132

-

$ 67,132
$ (183)


Sunext
Technology Co.,
Ltd.
Cash consideration paid

$ (2,184)

The proportionate share of the carrying amount of the net assets of the
subsidiary transferred to non-controlling interests

2,346

Differences recognized from equity transactions
$ 162

Sunext
Technology Co.,
Ltd.
Sunplus App
Technology
Line items adjusted for equity transactions
Retained earnings
$ -
$ (3,394)

Capital surplus - difference between consideration
received or paid and the carrying amount of the
subsidiaries’ net assets during actual disposal or
acquisition

162

-

$ 162
$ (3,394)
Total
$ (183)

67,132
$ 66,949
Sunplus App
Technology
$ -

(3,394)
$ (3,394)
Total
$ (3,394)

162
$ (3,232)

32. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Group (comprising issued capital, reserves, retained earnings and other equity) attributable to owners of the Group.

The Group is not subject to any externally imposed capital requirements.

  • 70 -

33. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are not measured at fair value

The management of the Group considers that the fair values of financial assets and financial liabilities that are not measured at fair value approximate their fair values.

  • b. Fair value of financial instruments that are measured at fair value on recurring basis.

  • 1) Fair value hierarchy

December 31, 2020

Financial assets at FVTPL
Mutual funds

Domestic/foreign unlisted
shares
Domestic/foreign listed
shares
Securities listed in the ROC
and other countries - CB
Private funds


Financial assets at FVTOCI
Domestic listed shares

Domestic private listed
shares
Domestic/foreign unlisted
shares


December 31, 2019
Financial assets at FVTPL
Mutual funds

Domestic/foreign listed
shares
Domestic/foreign unlisted
shares
Securities listed in the ROC
and other countries - CB
Private funds

Level 1
$ 656,424
144,984
87,933

2,820

-

$ 892,161

$ 81,506
-

32,323

$ 113,829

Level 1
$ 1,062,811
75,715
7,864

15,123

-

$ 1,161,513
Level 2
$ -

-

-

-

-

$ -

$ -

-

-

$ -

Level 2
$ -

-

-

-

-

$ -
Level 3
$ -

746,101

-

-

327,856

$ 1,073,957

$ -

11,255

67,444

$ 78,699

Level 3
$ -

-

696,471

-

260,140

$ 956,611
Total
$ 656,424

891,085

87,933

2,820

327,856
$ 1,966,118
$ 81,506

11,255

99,767
$ 192,528
Total
$ 1,062,811

75,715

704,335

15,123

260,140
$ 2,118,124
(Continued)
  • 71 -
Financial assets at FVTOCI
Domestic listed shares

Domestic/foreign unlisted
shares

Level 1
$ 90,472

18,680

$ 109,152
Level 2
$ -

-

$ -
Level 3
$ -

80,235

$ 80,235
Total
$ 90,472

98,915
$ 189,387

(Concluded)

There were no transfers between Levels 1 and 2 in the current and prior periods.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the Year Ended December 31, 2020

Financial Assets
Financial Assets
at FVTPL
Financial Assets
at FVTOCI
Balance at January 1, 2020
$ 956,611
$ 80,235

Recognized in profit or loss
140,724
-
Recognized in other comprehensive income
-
(7,386)
Purchases
116,624
10,004
Disposals and proceeds from return of capital
of investments
(5,548)
(2,628)
Transfer out of Level 3
(131,355)
-
Effect of exchange rate changes

(2,739)

(1,526)

Balance at December 31, 2020
$ 1,073,957
$ 78,699

For the Year Ended December 31, 2019
Total
$ 1,036,846
140,724

(7,386)
126,268

(8,176)
(131,355)

(4,265)
$ 1,152,656
Financial Assets
Financial Assets
at FVTPL
Financial Assets
at FVTOCI
Balance at January 1, 2019
$ 662,584
$ 110,671

Recognized in profit or loss
(25,062)
-
Recognized in other comprehensive income
-
(35,402)
Purchases
328,054
-
Disposals and proceeds from return of capital
of investments
(5,963)
(24,604)
Reclassified
-
30,001
Effect of exchange rate changes

(3,002)

(431)

Balance at December 31, 2019
$ 956,611
$ 80,235
Total
$ 773,255
(25,062)

(35,402)
328,054

(30,567)
30,001

(3,433)
$ 1,036,846
  • 3) Valuation techniques and inputs applied for Level 3 fair value measurement

  • a) The fair values of unlisted equity securities - in the ROC and other countries were determined using the market approach. The market approach is based on the comparable transaction price of the target, based on the financial data of the target company and its peers, and analyzes and evaluates by market multipliers such as P/E ratio, P/B ratio, price-to-sales ratio or other financial ratios. The significant unobservable inputs used are as follows. An increase in the price-to-book ratio or price-sales ratio or a decrease in the discount for lack of marketability used in isolation would result in increases in fair value.

December 31

  • 72 -
2020 2019
Price-to-book ratio 2.41-5.78 1.85-4.42
Price-to-sales ratio 1.86-13.46 2.27-6.37
Discount for lack of marketability 10%-20% 10%-20%
  • b) The fair values of unlisted shares and emerging market shares were determined using the asset-based approach. The Group assesses that the amount of its net assets attributable to its investment approaches the fair value of the equity investment. The Group assesses the total value of the individual assets and liabilities covered by the target to reflect the overall value of the business.

  • c) The fair values of unlisted shares and emerging market shares were determined using the income approach. In this approach, the discounted cash flow method was used to capture the present value of the expected future economic benefits to be derived from the ownership of these investees. The significant unobservable inputs used are listed in the table below. An increase in long-term revenue growth rates or a decrease in the weighted average cost of capital (WACC) or discount for lack of marketability used in isolation would result in increases in fair value.

  • c. Categories of financial instruments

Financial assets
Fair value through profit or loss (FVTPL)

Financial assets at amortized cost (1)
Financial assets at fair value through other comprehensive income
Equity instruments
Financial liabilities
Measured at amortized cost (2)
December 31
2020
2019
$ 1,966,118
$ 2,118,124
5,179,818
4,147,636
192,528
189,387
1,214,367
889,360
  • 1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes and trade receivables, other receivable, other financial assets and refundable deposits.

  • 2) The balances include financial liabilities at amortized cost, which comprise short-term and long-term loans, trade payables, long-term loans due within one year and guarantee deposits.

  • d. Financial risk management objectives and policies

The Group’s major financial instruments included mutual funds equity and debt investments, convertible notes, trade receivable, trade payables, borrowings and lease liability. The Group’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Corporate Treasury function reported quarterly to the Group's risk management committee.

  • 1) Market risk

The Group's activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below). The Group entered into a variety of derivative financial instruments to manage its exposure to foreign currency risk and interest rate risk, including:

  • 73 -

a) Foreign currency risk

A part of the Group’s cash flows is in foreign currency, and the use by management of derivative financial instruments is for hedging adverse changes in exchange rates, not for profit.

For exchange risk management, each foreign-currency item of net assets and liabilities is reviewed regularly. In addition, before obtaining foreign loans, the Group considers the cost of the hedging instrument and the hedging period.

The carrying amounts of the Group's foreign currency-denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the reporting period were refer to Note 36.

Sensitivity analysis

The Group was mainly exposed to the USD and RMB.

The following table details the Group sensitivity to a US$1.00 and RMB1.00 increase and decrease in the New Taiwan dollar (the functional currency) against the relevant foreign currencies. The sensitivity analysis considers the currencies of USD and RMB in circulation, and adjusts the end-of-term conversion to exchange rate change of $1.00. The sensitivity analysis covers cash and cash equivalents, notes and accounts receivable, other receivables, other financial assets, long-term and short-term loans, accounts payable, other accounts payable and deposit margins. A negative number below indicates a decrease in post-tax profit associated with the New Taiwan dollar strengthening $1.00 against USD and RMB. For a $1.00 weakening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on post-tax profit, and the balances below would be positive.

Profit or loss
Profit or loss
USD Impact
For the Year Ended December 31
2020
2019
$ (13,719)
$ (18,017)
RMB Impact
For the Year Ended December 31
2020
2019
$ 4,320
$ 244
  • b) Interest rate risk

The Group was exposed to interest rate risk because entities in the Group borrowed funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings, and using interest rate swap contracts and forward interest rate contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite, ensuring the most cost-effective hedging strategies are applied.

The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets
Financial liabilities
Cash flow interest rate risk
Financial assets
December 31
2020
2019
$ 2,585,743 $ 2,505,022
518,255
565,762
1,321,455
769,506
  • 74 -

258,000

Financial liabilities

Sensitivity analysis

The sensitivity analyses below were determined based on the Group’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. Basis points of 0.125% increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.

If interest rates had been increased/decreased by 0.125% and all other variables held constant, the Group’s post-tax profit for the years ended December 31, 2020 and 2019 would increase/decrease by $1,329 thousand and $962 thousand, respectively.

  • c) Other price risk

The Group was exposed to equity price risk through its investments in listed equity securities. Equity investments are held for strategic rather than trading purposes. The Group does not actively trade these investments.

The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period.

Had the prices of financial assets at FVTPL been 1% higher/lower, post-tax profit for the year ended December 31, 2020 and 2019 would have increased/decreased by $19,661 and $21,181 thousand, respectively.

Had the prices of financial assets at FVTOCI been 1% higher/lower, post-tax profit for the year ended December 31, 2020 and 2019 would have increased/decreased by $1,925 and $1,894 thousand, respectively.

  • 2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counterparties and financial guarantees provided by the Group is arising from the carrying amount of the respective recognized financial assets as stated in the balance sheets.

In order to minimize credit risk, the management of the Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Group consider that the Group’s credit risk was significantly reduced.

The credit risk on liquid funds and derivatives was limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.

Trade receivables consisted of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of trade receivables and, where appropriate, credit guarantee insurance cover is purchased.

The Group’s concentration of credit risk of 65% and 75% in total trade receivables as of December 31, 2020 and 2019, respectively, was related to the five largest customers within the property construction business segment.

  • 3) Liquidity risk

  • 75 -

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2020 and 2019, the Group had available unutilized overdraft and financing facilities refer to the following instruction.

a) Liquidity and interest risk rate tables

The following table details the Group's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The tables included both interest and principal cash flows.

December 31, 2020

On Demand
or Less than
1 Month
1-3 Months
More than 3
Months to 1
Year
Over 1 Year
to 5 Years
Non-derivative financial
liabilities
Non-interest bearing
$ 337,374 $ 196,200 $ 308 $ 36,114
Lease liabilities
1,506
3,413
13,651
53,085
Variable interest rate liabilities
96
-
25,000
205,000
Fixed interest rate liabilities

189,117

-

125,102

5,041

$ 528,093
$ 199,613
$ 164,061
$ 299,240

Additional information about the maturity analysis for lease liabilities:
Less than
1 Year
1-5 Years
5-10 Years 10-15 Years 15-20 Years
Lease liabilities
$ 18,570
$ 53,085
$ 49,046
$ 49,046
$ 41,689

December 31, 2019
On Demand
or Less than
1 Month
1-3 Months
More than 3
Months to 1
Year
Over 1 Year
to 5 Years
Non-derivative financial
liabilities
Non-interest bearing
$ 271,434 $ 172,191 $ - $ -
Lease liabilities
1,414
3,109
13,074
58,541
Fixed interest rate liabilities

179,756

23,984

120,130

4,922

$ 452,604
$ 199,284
$ 133,204
$ 63,463
5+ Years
$ -

256,641

-

140,367
$ 397,008
20+ Years
$ 116,860
5+ Years
$ -

266,450

142,928
$ 409,378

Additional information about the maturity analysis for lease liabilities:

Lease liabilities
Less than
1 Year
$ 17,597
1-5 Years

$ 60,032
5-10 Years 10-15 Years 15-20 Years
$ 49,046
$ 49,046
$ 43,896
20+ Years
$ 122,971
  • 76 -

b) Financing facilities

Unsecured bank overdraft facility, review annually and payable
on demand
Amount used

Amount unused

December 31 December 31


2020
$ 588,140

4,361,912

$ 4,950,052
2019
$ 323,626

4,515,381
$ 4,839,007

34. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Company and its subsidiaries had been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

  • a. Name and relationship of related parties
Name
Global View Co., Ltd.

Beijing Golden Global View Co., Ltd.

iCatch Technology, Inc.

Advanced Vehicle Systems Co., Ltd.
Relationship with the Group
Associate
Associate (Note 1)
Associate
Associate (Note 2)

Note 1: It is an associate of the Company; subsidiary of Global View Co., Ltd.

Note 2: It is an associate of the company; subsidiary of AutoSys Co., Ltd.

  • 77 -

b. Sales of goods

Line Items
Related Party Categories
Sales
Associates
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 54,743
2019
$ 54,712

Sales price to related parties is based on cost and market price. The sales terms to related parties were similar to those with external customers.

  • c. Receivables from related parties (excluding loans to related parties)
Account Item
Related Party
Trade receivables
Associates
Other trade receivable
Associates
December 31 December 31
2020
$ 9,740
$ 243
2019
$ 11,645
$ 280

There were no guarantees on outstanding receivables from related parties. For the years ended December 31, 2020 and 2019, no impairment loss was recognized for trade receivables from related parties.

  • d. Prepayments (excluding loans to related parties)
Line Item
Related Party Category
Other current assets
Associate
Other transactions with related parties
Account Item
Related Parties Types

Operating expenses
Associates

Non-operating income and
expenses
Associates
December 31 December 31
2020
2019
$ 108
$ -
December 31
2020
$ 394
$ 4,504
2019
$ 139
$ 10,228
  • e. Other transactions with related parties

Administrative support services price between the Group and the related parties were negotiated and were thus not comparable with those in the market. There are no other available transactions to be compared with.

The pricing and the payment terms of the lease contract between the Group and the related parties were similar to those with external customers.

  • f. Compensation of key management personnel
Compensation of key management personnel
Short-term employee benefits
Post-employment benefits
For the Year Ended December 31


2020
$ 48,716

1,193

$ 49,909
2019
$ 50,100
1,297
$ 51,397

The remuneration of directors and other key management personnel was determined by the Compensation Committee in accordance with individual performance and market trends.

35. PLEDGED OR MORTGAGED ASSETS

  • 78 -

The following assets of the Company have been pledged or mortgaged as guarantees for endorsement, loan, purchase quota, leased land and customs clearance:

Buildings, net
Pledged time deposits (classified as other financial assets, including current
and non-current)
December 31


2020
$ 576,333


149,729

$ 726,062
2019
$ 595,735

130,819
$ 726,554

36. EXCHANGE RATE OF FINANCIAL ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:

December 31, 2020

Foreign
Currencies Exchange Carrying
(In Thousands) Rate Amount
Financial assets
Monetary items
USD $ 40,747 28.4800 $
1,160,475
CNY 1,519
4.3770
6,649
JPY 371
0.2763
103
HKD 152
3.6730
558
GBP 3
38.9000
117
EUR 1
35.0200
35
Nonmonetary items
CHF 560
32.305
18,089
Financial liabilities
Monetary items
USD 27,028 28.4800 769,757
CNY 5,839 4.3770 26,083
  • 79 -

December 31, 2019

Foreign
Currencies Exchange Carrying
(In Thousands) Rate Amount
Financial assets
Monetary items
USD $ 44,893 29.980 $
1,345,892
CNY 1,399
4.305
6,023
JPY 391
0.276
108
HKD 173
3.849
666
GBP 3
39.360
118
EUR 1
33.590
34
Nonmonetary items
USD 28 30.620 848
CHF 734
30.925
22,705
Financial liabilities
Monetary items
USD 26,876 29.980 805,742
CNY 1,643
4.305
7,073
JPY 241
0.276
67

For the years ended December 31, 2020 and 2019, (realized and unrealized) net foreign exchange losses were NT$10,900 thousand and NT$27,640 thousand, respectively. It is impractical to disclose net foreign exchange losses by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the entities in the Group.

37. ADDITIONAL DISCLOSURES

  • a. Information about significant transactions and investees and b. Information on investees:

  • 1) Financings provided: Table 1 (attached)

  • 2) Endorsement/guarantee provided: Table 2 (attached)

  • 3) Marketable securities held: Table 3 (attached)

  • 4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: Table 4 (attached)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: No.

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: No.

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: No.

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: No.

  • 9) Trading in derivative instruments: No.

  • 80 -

  • 10) Intercompany relationships and significant intercompany transactions: Table 5 (attached)

  • 11) Information on investee: Table 6 (attached)

  • c. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 7)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: (Table 8)

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • c) The amount of property transactions and the amount of the resultant gains or losses.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.

    • e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

    • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.

  • d. Information of major shareholders List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 9)

Except for Table 1 to Table 9, there’s no further information about other significant transactions.

38. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on types of goods provided. Since all products have similar economic characteristics and product selling is centralized, the Group reports information as referring to one segment. Thus, the information of the operating segment is the same as that presented in the accompanying financial statements. That is, the revenue by sub segment and operating results for the years ended December 31, 2020 and 2019 are shown in the accompanying consolidated income statements, and the assets by segment as of December 31, 2020 and 2019 are shown in the accompanying consolidated balance sheets.

  • 81 -

  • a. Segment revenues and results

The following was an analysis of the Group’s operating revenue and results by reportable segment.

IC design

Income from lease of property, plant, and equipment
Other income

Segment Revenue Segment Revenue
For the Year Ended December 31


2020
$ 6,084,210

230,273

99,657

$ 6,414,140
2019
$ 5,085,074

265,330

136,256
$ 5,486,660
  • b. Geographical information

The Group operates in two principal geographical areas - the Asia and Taiwan.

The Group’s revenue from external customers by location of operations and information about its non-current assets by location of assets is detailed below.


Asia

Taiwan
Others

Revenue from External Customers
For the Year Ended
December 31
2020
2019

$ 3,816,229
$ 3,474,148

2,536,578
1,955,083

61,333

57,429

$ 6,414,140
$ 5,486,660
Revenue from External Customers
For the Year Ended
December 31
2020
2019

$ 3,816,229
$ 3,474,148

2,536,578
1,955,083

61,333

57,429

$ 6,414,140
$ 5,486,660
Non-current Assets Non-current Assets
For the Year Ended
December 31


2020
$ 3,816,229

2,536,578
61,333

$ 6,414,140



2020
$ 2,099,018

1,445,646
-

$ 3,544,664
2019
$ 2,159,216
1,294,531
-
$ 3,453,747

Non-current assets exclude non-current assets held for sale, financial instruments, deferred tax assets, post-employment benefits assets, and assets result from insurance contracts.

  • c. Information about major customers

Single customers contributing 10% or more to the Group’s revenue were as follows:

Customer A

Customer B
Customer C
For the Year Ended December 31
2020
2019
$ 1,011,656 $ 844,237
790,658
Note
697,017
651,715

Note: The amount of revenue does not reach 10% of the company’s net revenue.

  • 82 -

TABLE 1

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

FINANCINGS PROVIDED

FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial Statement
Account
Related
Parties
Highest Balance
for the Period
Ending
Balance
Actual
Borrowing
Amount
Interest Rate Nature of
Financing
Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Bad Debt
Collateral Collateral Financing Limit
for Each
Borrower
Aggregate
Financing Limit
Item Value
2
3
4
5
6
Sunplus Technology
(Shanghai) Co., Ltd.
Russell Holdings Ltd.
Sunplus Venture Capital
Co., Ltd.
Sunplus Prof-tek
Technology (Shenzhen)
Lin Shih Investments co.,
Ltd.
Sunplus APP
Technology
Sun Media
Technology Co.,
Ltd.
Sun Media
Technology Co.,
Ltd.
Sunplus APP
Technology
Sun Media
Technology Co.,
Ltd.
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Receivables from
related parties
Yes
Yes
Yes
Yes
Yes
$ 12,522
379,155
307,005
39,354
220,157
$ 12,256
242,080
158,064
36,986
102,528
$ 12,256
242,080
158,064
36,986
102,528
1.80%
-
0.65%
1.80%
0.65%
Note 1
Note 1
Note 1
Note 1
Note 1
$ -
-
-
-
-
Note 2
Note 3
Note 4
Note 5
Note 6
$ 12,256
-
-
36,986
-
-
-
-
-
-
$ -
-
-
-
-
$ 45,678
(Note 7)
442,278
(Note 8)
348.080
(Note 9)
75,045
(Note 10)
334,800
(Note 11)
$ 45,678
(Note 7)
442,278
(Note 8)
348.080
(Note 9)
75,045
(Note 10)
334,800
(Note 11)
  • Note 1: Short-term financing.

  • Note 2: Sunplus Technology (Shanghai) Co., Ltd. provided funds for the operating needs of Sunplus APP Technology.

  • Note 3: Russell Holdings Ltd. provided funds for the operating needs of Sun Media Technology Co., Ltd.

  • Note 4: Sunplus Venture Capital provided funds for the operating needs of Sun Media Technology Co., Ltd.

  • Note 5: Sunplus Prof-tek Technology (Shenzhen) provided funds for the operating needs of Sunplus APP Technology.

  • Note 6: Lin Shin Investments Co., Ltd. provided funds for the operating needs of Sun Media Technology Co., Ltd.

  • Note 7: The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 10% Sunplus Technology (Shanghai) Co., Ltd.’s net equity as of its latest financial statement.

  • Note 8: Russell Holdings Ltd. and the loans are all foreign companies whose parent company directly and indirectly holds 100% of the voting shares. When the short-term financing funds need to be engaged in capital lending, the capital loan and the individual amount and total amount should not exceed the capital loan. The enterprise's net worth should not exceed to 80%, and its period should not exceed more than 2 years.

  • Note 9: The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 40% of Sunplus Venture Capital Co., Ltd.’s net equity as of its latest financial statements.

  • Note 10: The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 10% of Sunplus Prof-tek Technology (Shenzhen)’s net equity as of its latest financial statement.

  • Note 11: The total amount of all guarantees issued and the individual amount of each guarantee should not exceed 40% of Lin Shih Investments Co., Ltd.’s net equity as of its latest financial statement.

  • 83 -

TABLE 2

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Endorser/
Guarantor
Endorsee/Guarantee Limits on
Endorsement/
Guarantee Given
on Behalf of
Each Party

Maximum
Balance for the
Period
Ending Balance Actual
Borrowing
Amount
Value of
Collateral
Property, Plant,
or Equipment
Percentage of
Accumulated
Amount of
Collateral to
Net Equity as of
the Latest
Financial
Statements

Maximum
Collateral/
Guarantee
Amounts
Allowable
Provided by the
Company

Guarantee
Provided by
the Subsidiary
Guarantee
Provided to
a Subsidiary
Located in
Mainland
China
Name Nature of
Relationship
0
(Note 1)
1
(Note 2)
Sunplus
RUSSELL
HOLDINGS LTD.
Sun Media Technology Co., Ltd.
Sun Media Technology Co., Ltd.
3 (Note 3)
3 (Note 3)
$ 841,376
(Note 4)
331,708
(Note 6)
$ 169,365
122,860
$ -
113,920
$ -
113,920
$ -
113,920
-
20.61
$ 1,682,753
(Note 5)
331,708
(Note 6)
Yes
No
No
No
Yes
Yes

Note 1: Issuer.

Note 2: Investee.

Note 3: Sunplus and its subsidiaries jointly hold more than 50% of the ordinary shares of the endorsee.

Note 4: For each transaction entity, the guarantee amount should not exceed 10% of the endorsement/guarantee provider’s net equity based on the provider’s latest financial statements.

Note 5: The guarantee amount should not exceed 20% of the endorsement/guarantee provider’s net equity based on the provider’s latest financial statements.

Note 6: Russell Holdings Ltd. and the endorsement guaranty object are the parent company which holds 100% voting rights directly or indirectly. For each transaction entity, the guarantee amount should not exceed 60% of the endorsement/guarantee provider’s net equity.

  • 84 -

TABLE 3

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

MARKETABLE SECURITIES HELD FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise, U.S. Dollars and Renminbi in Thousands)

Holding Company Name Type and Name of Marketable Security Relationship with the Holding
Company
Financial Statement Account December 31, 2020 December 31, 2020 Note
Shares or Units
(In Thousands)
Carrying Amount Percentage of
Ownership (%)
Market Value or
Net Asset Value
Sunplus Technology Company
Limited (the “Company”)
Lin Shih Investment Co., Ltd.
Yuanta USD Money Market USD
Yuanta Emerging Asia USD Bond Fund
Pine Bridge Muliti-Income Fund
Taishin 1699 Money Market
Evergreen Steel Co., Ltd.
Triknight Capital Corporation
Marvest Series 1 Fund
Yuanta Emerging Indonesia and India 4 years
Bond Fund
Taiwan Mask Corp.
UPI Semiconductor Corp.
A-Spine Asia Co., Ltd.
Enterex International Limited - CB
Yong Feng Yu Inc.
Minton Optic Industry Co., Ltd.
Genius Vision Digital Co., Ltd.
Sanjet Technology Corporation
Ortery Technologies, Inc.
Lead Sun Corporation
Chain Sea Information Integration Co., Ltd.
AIII CO., Ltd.
GEMFOR Leading Financial Solution Provider
Fund
Ability Enterprise Co., Ltd.
Sunplus Technology Co., Ltd.
Prine Rich International Co., Ltd.
-
-
-
-
-
-
-
-
~~-~~
-
-
-
-
-
-
-
-
-
-
-
-
-
Parent company
-
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
99
139
95
2,200
1,500

29,825

2

1,500
101
300
197
30
642

4,272

300

8

103

1,000

48

26

13

5,434

3,560

33
$ 29,943
44,044
30,818
30,027
69,090
311,021
-
14,849
4,075
48,600
11,135
2,820
29,834
-
-
-
-
28,130
474
431
216
81,506
65,148
4,260
-
-
-
-
-
5
-
-
-
-
-
-
-
7
4
-
1
12
1
-
-
2
1
-
$ 29,943
44,044
30,818
30,027
69,090
311,021
-
14,849
4,075
48,600
11,135
2,820
29,834
-
-
-
-
28,130
474
431
216
81,506
65,148
4,260
Note 3
Note 3
Note 3
Note 3
Note 4
Note 1
Note 1
Note 3
Note 2
Note 1
Note 1
Note 2
Note 4
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 2
Note 2
Note 1

(Continued)

  • 85 -
Holding Company Name Type and Name of Marketable Security Relationship with the Holding
Company
Financial Statement Account December 31, 2020 December 31, 2020 Note
Shares or Units
(In Thousands)
Carrying Amount Percentage of
Ownership (%)
Market Value or
Net Asset Value
Russell Holdings Limited
Sunplus Venture Capital Co., Ltd.
Synerchip Inc.
OZ Optics Limited
Ortega InfoSystem, Inc.
Innobrige International Inc.
Ether Precision Inc.
Asia Tech Taiwan Venture, L.P.
Asia B2B on Line Inc.
AMED Ventures I, L.P.
Intudo Ventures II, L.P.
GeneOne Diagnostics Corporation
Charles Schwab - Money Fund
Taiwan Mask Corp.
eWave System, Inc.
VenGlobal International Fund
Book4u Company Limited
Sanjet Technology Corp.
Simple Act Inc.
Minton Optic Industry Co., Ltd.
Genius Vision Digital Co., Ltd.
Ortery Technologies, Inc.
CYBERON Corporation
Grand Fortune Venture Capital Co., Ltd.
Huijia Health Life Technology
San Neng Group Holding Co., Ltd.
Raynergy Tek Inc.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL- non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current

6,452

1,000

2,557

4,000

1,250

-

1,000

-

-

1,710
-
108
1,833

1

9

49

1,900

5,000

375

68

786

5,000

1,000

900

5,210
$ -
-
-
-
-
-
-
14,100
57,045
19,651
1,934
4,358
-
-
-
-
-
-
-
-
24,080
55,735
17,280
35,190
75,962
12
8
-
15
1
5
3
2
6
13
-
-
22
-
-
-
10
8
5
1
8
7
5
1
15
$ -
-
-
-
-
-
-
14,100
57,045
19,651
1,934
4,358
-
-
-
-
-
-
-
-
24,080
55,735
17,280
35,190
75,962
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 2
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 2
Note 1

(Continued)

  • 86 -
Holding Company Name Type and Name of Marketable Security Relationship with the Holding
Company
Financial Statement Account December 31, 2020 December 31, 2020 Note
Shares or Units
(In Thousands)
Carrying Amount Percentage of
Ownership (%)
Market Value or
Net Asset Value
Sunplus Venture Capital Co., Ltd.
Wei-Young Investment Inc.
Sunplus Technology (Shanghai) Co., Ltd.
Generalplus Technology Inc.
Sunplus Innovation Technology Inc.
Magic Sky Limited
Giant Rock Inc.
Sunext Technology Co., Ltd.
Fuyou Venture Capital Limited Partnership
CDIB Capital Growth Partners L.P.
TIEF Fund LP
Intudo Ventures I, L.P.
Promise Technology Inc.
Feature Integration Technology Inc.
Qun-Kin Venture Capital
Protect Life International Biomedical Inc.
ASE Industrial Holding Co., Ltd.
LITE-ON Technology Corporation
GF Live Treasury Currency B
GF Every Day The Red Haired Type Money
Market Fund B
Chongqing CYIT Communication Technology
Co., Ltd.
Ready Sun Investment Group Fund
Xiamen Xm-plus Technology Ltd.
Franklin Templeton SinoAm Money Market
Mega Diamond Money Market
Yuata De-Bao Money Market Fund
Yuanta Wan Tai Money Market Fund
Fuh Hwa You Li Money Market
Taishin Ta-Chong Money Market Fund
Taishin 1699 Money Market
Advanced Silicon SA
Advanced NuMicro System, Inc.
PointGrab Ltd.
GTA Co., Ltd.
Xiamen Xm-plus Technology Ltd.
Evergeen Steel Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTOCI - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - non-current
Financial assets at FVTPL - current

-

-

-

-

962

1,247

3,000

1,364
300
400
5,100
900

-

-

-
8,725
810
6,610
3,933
6,658
4,192
5,877

1,000

2,000

182

1,413

-
1,000
$ 34,649
67,035
40,506
44,862
11,255
32,323
22,114
3,330
24,390
19,200
22,339
3,980
-
41,529
39,692
90,988
10,246
80,043
60,003
90,402
60,029
80,192
18,089
-
-
-
161,475
46,060
10
2
7
8
-
4
6
4
-
-
-
-
3
16
3
-
-
-
-
-
-
-
10
8
1
-
13
-
$ 34,649
67,035
40,506
44,862
11,255
32,323
22,114
3,330
24,390
19,200
22,339
3,980
-
41,529
39,692
90,988
10,246
80,043
60,003
90,402
60,029
80,192
18,089
-
-
-
161,475
46,060
Note 1
Note 1
Note 1
Note 1
Note 1
Note 4
Note 1
Note 1
Note 2
Note 2
Note 3
Note 3
Note 1
Note 1
Note 1
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 3
Note 1
Note 1
Note 1
Note 1
Note 1
Note 4

(Continued)

  • 87 -

(Concluded)

Holding Company Name Type and Name of Marketable Security Relationship with the Holding
Company
Financial Statement Account December 31, 2020 December 31, 2020 Note
Shares or Units
(In Thousands)
Carrying Amount Percentage of
Ownership (%)
Market Value or
Net Asset Value
Jslilicon Technology Co., Ltd. (Ru Dong) GF Live Treasury Currency A
GF Every Day The Red Haired Type Money
Market Fund B
GF Purse Money Market Fund A
-
-
-
Financial assets at FVTPL - current
Financial assets at FVTPL - current
Financial assets at FVTPL - current
500
500
500
$ 2,196
2,196
2,195
-
-
-
$ 2,196
2,196
2,195
Note 3
Note 3
Note 3

Note 1: The market value was based on the carrying amount as of December 31 2020.

Note 2: The market value was based on the closing price as of December 31, 2020.

Note 3: The market value was based on the net asset value of the fund as of December 31, 2020.

Note 4: The market value was based on the average quoted price as of December 31, 2020.

  • 88 -

TABLE 4

SUMPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED OR DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable Securities

Financial Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance Acquisition (Note 1) Acquisition (Note 1) Disposal (Note 2) Disposal (Note 2) Ending Balance (Note 3) Ending Balance (Note 3)
Number of
Shares
Amount Number of
Shares
Amount Number of
Shares
Amount Carrying
Amount
Gain (Loss) on
Disposal
Number of
Shares
Amount
Sunplus Innovation
Technology Inc.
Yuanta De-Bao Money
Market Fund
Financial assets at fair
value through profit or
loss-current
- $
-
- $
-
13,227 $ 160,000 6,617 $ 80,028 $ 80,000 $ 28 6,610 $ 80,043

Note 1: The cumulative amount of buying and selling should be calculated separately at market price whether it reaches NT$ 300 million or 20% of the paid-in capital。

Note 2: Paid-in capital refers to the paid-in capital of Sunplus Innovation Technology Inc.

Note 3: The amount of ending balance includes the amount of unrealized gains and losses。

  • 89 -

TABLE 5

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Counterparty Flow of
Transactions
(Note 5)
Intercompany Transactions Intercompany Transactions
Financial Statement Account Item Amount Terms Percentage of Consolidated Total
Gross Sales or Total Assets
Sunplus Technology Co., Ltd.
(the “Company”)
Generalplus Technology Inc. 1 Sales
Notes and accounts receivable
Other receivable
Non-operatingincome
$ 4,458
954
3
141
Note 1
Note 1
Note 3
Note 3
0.07%
0.01%
-
-
Sunext Technology Co., Ltd. 1 Sales
Non-operating income
Notes and accounts receivable
Other receivable
Cost ofgoods sold
181
1,692
58
301
60
Note 1
Note 2
Note 1
Note 3
Note 2
-
0.03%
-
-
-
Sunplus Innovation Technology Inc. 1 Sales
Non-operating income
Research and development expenses
Notes and accounts receivable
Other receivables
376
3,827
35
63
281
Note 1
Note 2
Note 2
Note 1
Note 3
0.01%
0.06%
-
-
-
Jumplux Technology Co., Ltd. 1 Sales
Non-operating income
Notes and accounts receivable
Other receivables
3,090
16,938
330
1,253
Note 1
Notes 2 and 4
Note 1
Note 3
0.05%
0.26%
-
0.01%
Genki Tek Co. 1 Other receivables
Non-operatingincome
100
885
Note 3
Note 2
-
0.01%
Chongqing CQPlus1 Technology Co., Ltd. 1 Cost of goods sold
Otherpayables
2,346
525
Note 2
Note 1
0.04%
-
Sunplus Innovation Technology Inc. Sun Media Technology Co., Ltd. 2 Other payables
Marketingexpenses
1,120
4,149
Note 3
Note 2
0.01%
0.06%
Sunplus Prof-tek (Shenzhen) Co., Ltd. 2 Other payables
Marketingexpenses
8,716
23,833
Note 3
Note 2
0.07%
0.37%
Generalplus Technology Inc. Generalplus Technology (H.K.) Inc. 2 Marketing expenses
Otherpayables
12,292
2,867
Note 2
Note 3
0.19%
0.02%
Generalplus Technology (Shenzhen) Inc. 2 Sales
Research and development expenses
Otherpayables
16,796
70,195
16,646
Note 2
Note 2
Note 3
0.26%
1.09%
1.32%
Sunplus Innovation Technology Inc. 2 Sales
Notes and accounts receivable
18
9
Note 1
Note 3
-
-
Sunplus Technology (Shanghai) Co., Ltd. SunMedia Technology Co., Ltd. 2 Other payables
Research and development expenses
1,640
1,610
Note 3
Note 2
0.01%
0.03%
Jumplux Technology Co., Ltd. 2 Sales 3,368 Note 1 0.05%

(Continued)

  • 90 -
Company Name Counterparty Flow of
Transactions
(Note 5)
Intercompany Transactions Intercompany Transactions
Financial Statement Account Item Amount Terms Percentage of Consolidated Total
Gross Sales or Total Assets
Sunplus Technology (Shanghai) Co., Ltd. Sunplus Technology (Beijing) 2 Otherpayables $ 294 Note 3 -
Research and development expenses 366 Note 2 0.01%
Chongqing CQPlus1 Technology Co., Ltd. 2 Otherpayables 1,377 Note 3 0.01%
Research and development expenses 1,331 Note 2 0.02%
Jumplux TechnologyCo.,Ltd. Jsilicon TechnologyCo.,Ltd.(Ru Domng) 2 Sales 23,636 Note 1 0.37%
Lin Shih Investment Co., Ltd. Sun Media Technology Co., Ltd. 2 Other receivables
Interest revenue
102,836
1,343
Note 3
Note 2
0.81%
0.02%
Sunplus Venture Capital Co., Ltd. Sun Media Technology Co., Ltd. 2 Other receivables
Interest revenue
158,530
2,498
Note 3
Note 2
1.26%
0.04%
Russell Holdings Limited Sun Media TechnologyCo.,Ltd. 2 Other receivables 242,756 Note 3 1.92%
Sunplus Technology (Beijing) ChongqingCQPlus1 TechnologyCo.,Ltd. 2 Sales 701 Note 1 0.01%
Sunplus App Technology Sunplus Technology (Beijing) 2 Management expenses
Refundable deposits
Other current assets
783
52
104
Note 2
Note 2
Note 2
0.01%
-
-

Note 1: The transactions were based on normal commercial prices and terms.

Note 2: The prices were based on negotiations; the payment period and related terms were not comparable to market terms.

Note 3: The transaction payment terms were similar to normal commercial terms.

Note 4: Lease transaction terms were based on negotiations, and were thus not comparable to market terms. The transactions between the Company and counterparty were made under normal terms.

Note 5: 1 - From parent company to subsidiary.

2 - Between subsidiaries.

(Concluded)

  • 91 -

TABLE 6

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES ON WHICH THE COMPANY EXERCISES SIGNIFICANT INFLUENCES DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2020 Balance as of December 31, 2020 Balance as of December 31, 2020 Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
December 31,
2020
December 31,
2019
Shares (In
Thousands)
Percentage of
Ownership (%)
Carrying
Amount
Sunplus Technology Company Limited
Lin Shih Investment Co., Ltd.
Sunplus Venture Capital Co., Ltd.
Russell Holdings Limited
Ventureplus Group Inc.
Ventureplus Group Inc.
Award Glory Ltd.
Global View Co., Ltd.
Lin Shih Investment Co., Ltd.
Generalplus Technology Inc.
Sunplus Venture Capital Co., Ltd.
Sunplus Innovation Technology Inc.
Russell Holdings Limited
iCatch Technology, Inc.
Sunext Technology Co., Ltd.
Sunplus mMedia Inc.
Sunplus Management Consulting Inc.
Sunplus Technology (H.K.) Co., Ltd.
Magic Sky Limited
Sunplus mMobile Inc.
Wei-Young Investment Inc.
Jumplux Technology Co., Ltd.
Generalplus Technology Inc.
Sunplus Innovation Technology Inc.
iCatch Technology, Inc.
Sunplus mMedia Inc.
Yizhiliang Accelerator Co., Ltd.
Jumplux Technology Co., Ltd.
Sunplus Innovation Technology Inc.
iCatch Technology, Inc.
Sunplus mMedia Inc.
Genki Tek Co.
Yizhiliang Accelerator Co., Ltd.
Autosys Co., Ltd.
Ventureplus Mauritius Inc.
Belize
Belize
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Cayman Islands, British West Indies
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Kowloon Bay, Hong Kong
Samoa
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Hsinchu, Taiwan
Taipei, Taiwan
Hsinchu, Taiwan
Cayman Islands, British West Indies
Mauritius
Investment
Investment
Consumer electronics, components and rental
of buildings
Investment
Design of ICs
Investment
Design of ICs
Investment
Design of ICs
Design of ICs
Design of ICs
Management
International trade
Investment
Design of ICs
Investment
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Investment management consultant
Design of ICs
Design of ICs
Design of ICs
Design of ICs
Software development
Investment management consultant
Investment
Investment
$ 2,290,639
( US$ 74,605
RMB$ 37,900 )
222,400
( US$ 5,642
RMB$ 14,100 )

315,658
699,988
281,001
829,982
382,894
715,133
( US$ 25,110 )
207,345
983,237
407,565
5,000
40,678
( HK$ 11,075 )
291,635
( US$ 10,240 )
2,596,792
70,157
132,000
86,256
15,701
9,645
19,408
1,250
101,000
57,388
33,439
44,878
20,000
1,250
71,200
( US$ 2,500 )
2,290,639
( US$ 74,605
RMB$ 37,900 )
$ 2,290,639
( US$ 74,605
RMB$ 37,900 )
219,336
( US$ 5,642
RMB$ 13,400 )

315,658

699,988

281,001

999,982

414,663
702,317
( US$ 24,660 )

207,345

983,237

407,565

5,000
40,678
( HK$ 11,075 )
289,357
( US$ 10,160 )

2,596,792

70,157

132,000

86,256

15,701

9,645

19,408

-

101,000

57,388

33,439

44,878

-

-
71,200
( US$ 2,500 )
2,290,639
( US$ 74,605
RMB$ 37,900 )
-
-

8,229

70,000

37,324

83,000

29,949
25,110

20,735

58,778

22,441

500
11,075
-

16,240

5,400

13,200

14,892

1,075

965

650

125

10,100

2,904

3,332

1,909

2,000

125
5,000
-
100
100
13
100
34
100
58
100
29
93
90
100
100
100
100
100
55
14
2
1
3
13
42
6
5
8
63
13
16
100
$ 1,460,438
268,500
346,011
771,853
713,447
870,199
746,919
552,847
245,579
211,723
23,327
3,578
30
2,435
29,406
59,391
(10,042 )
285,983
24,585
12,244
5,340
1,064
(7,683 )
73,405
42,295
431
15,018
1,064
71,439
1,460,436
$ 70,116

107,601

399,236

73,864

282,037

(11,787 )

467,669

(4,795 )

(76,538 )

18,896

(334 )

(190 )

(4 )

(31,245 )

(170 )

9,789

(25,900 )

282,037

467,669

(76,538 )

(334 )

(1,487 )

(25,900 )

467,669

(76,538 )

(334 )

(7,971 )

(1,487 )

(35,131 )

70,117
$ 70,116

107,601

52,151

72,796

96,740

(11,787 )

280,285

(4,795 )

(25,750 )

17,489

(300 )

(190 )

(4 )

(31,245 )

(170 )

9,789

(14,246 )

38,598

9,768

(1,034 )

(9 )

(186 )

(10,899 )

26,392

(3,573 )

(26 )

(4,982 )

(186 )

(5,709 )

70,117
Subsidiary
Subsidiary
Investee
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
(Note 2)
Investee
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Investee
Subsidiary
Investee
Subsidiary
Subsidiary
Investee
Subsidiary
Subsidiary
Investee
Investee
Subsidiary
  • 92 -
Ventureplus Mauritius Inc.
Generalplus Technology Inc.
Generalplus International (Samoa) Inc.
Generalplus (Mauritius) Inc.
Ventureplus Cayman Inc.
Generalplus International (Samoa) Inc.
Generalplus (Mauritius) Inc.
Generalplus Technology (Hong Kong) Co., Ltd.
Cayman Islands, British West Indies
Samoa
Mauritius
Hong Kong
Investment
Investment
Investment
Sales
2,290,639
( US$ 74,605
RMB$ 37,900 )
543,683
( US$ 19,090 )
543,683
( US$ 19,090 )
11,107
( US$ 390 )
2,290,639
( US$ 74,605
RMB$ 37,900 )
543,683
( US$ 19,090 )
543,683
( US$ 19,090 )
11,107
( US$ 390 )
-
19,090
19,090
-
100
100
100
100
1,460,415
499,149
499,292
6,001

70,118

15,407

15,407

1,576

70,118

15,407

15,407

1,576
Subsidiary
Subsidiary
Subsidiary
Subsidiary

(Continued)

  • 93 -
Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2020 Balance as of December 31, 2020 Balance as of December 31, 2020 Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
December 31,
2020
December 31,
2019
Shares (In
Thousands)
Percentage of
Ownership (%)
Carrying
Amount
Award Glory Ltd.
Sunny Fancy Ltd.
Sunny Fancy Ltd.
Giant Kingdom Ltd.
Giant Rock Inc.
Worldplus Holdings L.L.C.
Giant Best Ltd.
Seychelles
Seychelles
Anguilla
America
Seychelles
Investment
Investment
Investment
Investment
Investment
$ 222,400
( US$ 5,642
RMB$ 14,100 )
21,987
( US$ 772 )
97,885
( US$ 1,270
RMB$ 14,100 )
102,528
( US$ 3,600 )
(Note 3)
$ 219,336
( US$ 5,642
RMB$ 13,400 )
21,987
( US$ 772 )
94,821
( US$ 1,270
RMB$ 13,400 )
102,528
( US$ 3,600 )
(Note 3)
-
-
-
-
(Note 3)
100
100
100
100
(Note 3)
$ 268,500
301
163,631
104,569
(Note 3)
$ 107,601

167

112,579

(5,146 )
(Note 3)
$ 107,601

167

112,579

(5,146 )
(Note 3)
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary

Note 1: The initial exchange rate was based on the exchange rate as of December 31, 2020.

Note 2: The amount of remittances in this period has not completed registration of capital changes.

Note 3: The establishment registration has been completed at the end of December 2020, but the actual remittance has not been completed yet.

(Concluded)

  • 94 -

TABLE 7

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Name Main Businesses and Products Main Businesses and Products Total Amount of
Paid-in Capital
Investment Type Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2020
Investment Flows Investment Flows Investment Flows Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2020
% Ownership of
Direct or Indirect
Investment

Net Income
(Loss) of the
investee
Investment Loss
(Note 2)
Carrying Value
as of
December 31,
2020
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2020
Outflow Inflow
Sunplus Technology
(Shanghai) Co., Ltd.
Sunplus Prof-tek (Shenzhen)
Co., Ltd.
Sun Media Technology Co.,
Ltd.
Sunplus App Technology Co.,
Ltd.
Ytrip Technology Co., Ltd.
Sunplus Technology (Beijing)
1culture Communication Co.,
Ltd.
JSilicon Technology Co., Ltd.
(Ru Domg)
Lingyao Technology Co., Ltd.
(Shenzhen)
Chongqing CQPlus1
Technology Co., Ltd.
Development of computer software, system
integration services and building rental
Development of computer software, system
integration services and building rental
Development of computer software, system
integration services and building rental
Manufacturing and sale of computer software; system
integration services and information management
and education
Computer system integration services and supplying
general advertising and other information services
Development of computer software, system
integration services and building rental
System development
Development of computer software, system
integration services
Development of computer software, system
integration services and building rental
Development of computer software, system
integration services
$ 489,856
(US$ 17,200
918,480
(US$ 32,250)
569,600
(US$ 20,000)
119,054
(RMB
27,200)
268,091
(RMB
61,250)
118,179
(RMB
27,000)
14,225
(RMB
3,250)
87,540
(RMB
20,000)
83,334
(RMB
19,039)
131,310
(RMB
30,000)
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 3
Note 4
Note 6
Note 5
$ 502,814
(US$ 17,655)
918,480
(US$ 32,250)
569,600
(US$ 20,000)
108,606
(US$ 586
RMB
21,000)
128,473
(US$ 4,511)
118,179
(RMB
27,000)
-
-
102,528
(US$ 3,600)
-
$ (RMB


-
-
-
5,252
1,200)
-
-
-
-
-
-
$ -

-

-
-

-

-

-

-

-

-
$ 502,814
(US$ 17,655)

918,480
(US$ 32,250)

569,600
(US$ 20,000)

113,859
(US$ 586
RMB
22,200)

128,473
(US$ 4,511)

118,179
(RMB
27,000)

-

-

102,528
(US$ 3,600)

-
100%
100%
100%
96%
-
100%
-
100%
100%
100%
$ 21,637
(19,319)
60,077
(4,656)
168
1,747
(72)
(43,990)
(3,813)
(38,399)
$ 21,637

(19,319)

60,077

(4,480)

153

1,747

(72)

(43,990)

(5,146)

(38,399)
$ 456,784

750,454

194,410

4,623

Note 7

51,826

Note 8

27,323

104,569

81,133
$ -

-

-

-

-

-

-

-

-

-
Accumulated Investment in Mainland China as of
December 31, 2020
Investment Amounts Authorized by the Investment Commission, MOEA Limit on Investment
$ 2,498,419
( US$ 79,872
RMB
51,100)
$ 2,509,959
( US$ 78,602
RMB
62,000)
$ 5,048,258
Sunplus Venture Capital Co., Ltd.
Accumulated Investment in Mainland China as of
December 31, 2020
Investment Amounts Authorized by Investment Commission, MOEA Limit on Investment
$ 35,885
( US$ 1,260)
$ 35,885
( US$ 1,260)
$ 522,119

(Continued)

  • 95 -

Generalplus Technology (Nature of Relationship: 1)

Investee
Company Name
Main Businesses and Products Main Businesses and Products Total Amount of
Paid-in Capital
Investment Type
(e.g., Direct or
Indirect)
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2020
Investment Flows Investment Flows Investment Flows Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2020
% Ownership of
Direct or Indirect
Investment

Net Loss of the
investee
Investment Loss
(Note 2)
Carrying Value
as of
December 31,
2020
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2020
Outflow Inflow
Generalplus Shenzhen Design of ICs, after sales service and marketing
research
$ 523,576
(US$ 18,700)
Note 1 $ 523,576
(US$ 18,700)
$ - $ - $ 523,576
(US$ 18,700)
100% $ 13,831 $ 13,831 $ 493,271 $ -
Accumulated Investment in Mainland China as of
December 31, 2020
Investment Amount Authorized by the Investment Commission, MOEA Limit on Investment
$ 523,576
( US$ 18,700 )
$ 523,576
( US$ 18,700 )
$ 1,265,588

Note 1: Indirect investment in a company located in mainland China through investment in a company located in a third country.

Note 2: Based on the reviewed financial statements of investees in the same period.

Note 3: Ytrip Technology Co., Ltd.’s indirect investment in a company located in mainland China.

Note 4: Sunplus Technology (Shanghai) Co., Ltd.’s indirect investment in a company located in mainland China.

Note 5: Sunplus Technology (Shanghai) and Sunplus Prof-tek (Shenzhen) Technology Co., Ltd. reinvested in a company located in mainland China.

Note 6: It is a company located in mainland China that acquired the investment of the third regional investment company on September 2, 2019.

Note 7: The liquidation of Ytrip Technology was completed on June 23, 2020.

Note 8: The liquidation of 1Culture Communication was completed on May 29, 2020.

Note 9: The Ministry of Economic Affairs approved an investment in the shares of San Neng Group Holding Co., Ltd., which is accounted for under the financial assets at fair value through profit or loss- non-current.

Note 10: The original foreign currency was derived from the exchange rate on December 31, 2020.

(Concluded)

  • 96 -

TABLE 8

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

SIGNIFICANT TRANSACTIONS WITH INVESTEE COMPANIES IN MAINLAND CHINA, EITHER DIRECTLY OR INDIRECTLY THROUGH A THIRD PARTY, AND THEIR PRICES, PAYMENT TERMS, AND UNREALIZED GAINS OR LOSSES

FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Transaction Type Research and Development
Expense
Research and Development
Expense
Price Transaction Details Transaction Details Notes/Trade Receivables
(Payables)
Notes/Trade Receivables
(Payables)
Unrealized
(Gain) Loss
Note
Amount % Payment Terms Comparison with Market
Transactions
Ending Balance %
Generalplus Technology (Shenzhen)
Corp.
Development and
processing services
Sales
$ 70,195
16,796
15
0.58
Based on contract
Based on contract
Based on contract
Based on contract
Not comparable with market
transactions
Not comparable with market
transactions
$ 16,646
-
85.16
-
$ -
(344)
NA
NA
  • 97 -

TABLE 9

SUNPLUS TECHNOLOGY COMPANY LIMITED AND SUBSIDIARIES

INFORMATION OF MAJOR SHAREHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Name of Major Shareholder Shares Shares
Number of
Shares
Percentage of
Ownership (%)
Chou-chye, Huang 92,737,817 15.66
  • Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.

  • Note 2: If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.

98

7.5 Financial Difficulties

Impact to the Company or subsidiaries if any turnover problems: None

99

VIII. Financial Analysis 7.6Financial Status 7.6.1 Financial Analysis Comparison 2018 vs. 2019

Unit: NT$K

Unit: NT$K Unit: NT$K
Year
Item
2019 2020 Variation
Increase (Decrease) YoY %
Current Assets 5,940,147 6,777,941 837,794 14
Property,Plant & Equipment 1,968,803 1,971,252 2,449 -
Intangible Assets 176,233 328,591 152,358 86
Other Assets 3,404,584 3,542,805 138,221 4
Total Assets 11,489,767 12,620,589 1,130,822 10
Current Liabilities 1,342,416 1,824,672 482,256 36
Non-Current Liabilities 574,660 776,916 202,256 35
Total Liabilities 1,917,076 2,601,588 684,512 36
Equity Attributed to Shareholder
of theparent
8,178,533 8,413,763 235,230 3
Capital Stock 5,919,949 5,919,949 - -
Capital Surplus 594,432 500,820 (93,612) (16)
Retained Earnings 1,988,579 2,317,473 328,894 17
Equity: Others (261,026) (261,078) (52) -
TreasuryStock (63,401) (63,401) - -
Minor interest 1,394,158 1,605,238 211,080 15
TotalShareholder’s Equities 9,572,691 10,019,001 446,310 5
Remark:
1. The increase in intangible assets was mainly due to the increase in technology licensing.
2. The increase in current liabilities was mainly due to the increase in salaries and bonuses, accounts payable and current
income tax liabilities.
3. The increase in non-current liabilities was mainly due to the increase in long-term loans.
4. The increase in total liabilities was mainly due to the increase in salaries and bonuses, accounts payable, current income
tax liabilities and long-term loans.

100

7.7Operational Results

7.7.1 Operation Results Comparison 2019 vs. 2020

Unit: NT$K

Unit: NT$K Unit: NT$K
Year
Item
2019 2020 Variation
Increase (decrease) YoY %
Net Sales 5,486,660 6,414,140 927,480 17
Gross Profit 2,348,905 2,925,096 576,191 25
Income(Loss)From Operating 131,741 516,167 384,426 292
Non-Operating Income
(Expense)
112,479 268,571 156,092 139
Income(Loss)Before Tax 244,220 784,738 540,518 221
Income (Loss) From Operations
of Continued Segments
174,752 618,827 444,075 254
Net Revenue (Loss) for the
period
174,752 618,827 444,075 254
Other Comprehensive Income
(Loss)for theperiod
(102,073) 5,718 107,791 (106)
Total Comprehensive Profit
(Loss)for theperiod
72,679 624,545 551,866 759
Remarks:
1. The increase in operating gross profit was mainly due to the growth in revenue this year and the optimization of the sales
mix.
2. The increase in operating net profit was mainly due to the increase in revenue this year.
3. The net increase in non-operating income and expenses was mainly due to the increase in the net profit of financial assets
measured at fair value through profit and loss this year.
4. The increase in net profit before tax and net profit after tax in the current period was mainly due to the increase in operating
profit and non-operating income this year.
5. The increase in other comprehensive gains and losses in the current period was mainly due to the decrease in the conversion
losses in the financial statements of foreign operating institutions this year.
6. The increase in total comprehensive profit and loss for the current period was mainly due to the increase in net profit for the
year.

101

7.8Cash Flow

7.8.1 Cash Flow Analysis

a) Cash Flow Analysis 2018 vs. 2019

Year
Item
2019 2020 YoY %
Cash flow ratio 48.54
43.41
(11)
Cash flow adequacyratio 81.59 79.28 (3)
Cash flow reinvestment ratio 2.44
3.85
58
1. The increase in cash reinvestment ratio was mainly due to the increase in net cash flow from operating activi
ties.

b) Cash Flow Forecast

Unit: NT$K

Cash Balance,
beginning of the
year (1)
Net Cash Flow
from Operating
Activities
(2)
Estimated net cash
inflow (outflow)
from investment and
financing activities
throughout the year
(3)
Net Cash Balance
(1)+(2)+(3)
Remedial Measure
if cash not enough
Remedial Measure
if cash not enough
Investment
plan
Financial
leverage plan
$3,400,482 1,342,831 (467,538) 4,275,775 - -
1. Analysis of Cash Flow:
(1) From Operating: Cash flow in for predicting making profits in 2021.
(2) From Investing: Cash flow in for purchasing properties, IPs and R&D tools.
(3) From Financing: Cash flow in forexpected to repay bank loans and distribute dividends, etc.
2. Remedies and LiquidityAnalysis of Inadequate Cash: None.

7.9Major Capital Expenditure

7.9.1 Major Capital Expenditure and Sources: None.

7.9.2 Benefits from the Capital Expenditure : None.

7.10Long-Term Investment

Not applicable

7.11Risk Management

7.11.1 The Impact of Inflation, Foreign Exchange and Interest Rate Fluctuation and Measures to Cope With

  1. Interest Rate: The Company will get more interest expenses when the interest rate rises. The finance division will collect information and evaluate the variation for hedge. Vice versa, the low interest rate will impact interest income. The company will put more cash on highly- returned short-term investment.

  2. Exchange Rate: The selling products are quoted in US dollars. Most of the costs are quoted in US dollars but still some in NT dollars. So the New Taiwan Dollars appreciation will impact the company sales and gross margin. Our major foreign-currency assets are account receivable and time deposits. The company already utilizes mainly forward currency and option contracts to hedge its foreign exchange exposure, so the impact from floating exchange rate will be minimized.

  3. Inflation: The material costs vary timely. The higher manufacture cost and selling pricing which would impact the consumers’ budget for the high-end consumer electronic products. But Sunplus is working hard to develop new products for add-on value and cost-down, and expand the market shares in the emerging markets to relief the slow-down from developed countries.

102

7.11.2 Internal Policies and Procedure Exist with Respect to High Risk/High Leveraged Investment, Lending/Endorsements and Guarantees for Other Parties, Financial Derivatives Transaction

  1. There is no high risk/high leveraged investment.

  2. The company has made and followed “Sub-procedure of Extension of Monetary Loans to Others”, The loans are made with risk evaluation which follows the procedures. After the loan is granted, the Company follows and traces financial status, business and credit status of the borrower and guarantor frequently, and asks equal collaterals or takes proper actions to secure.

  3. The company has made and followed “Procedure of Endorsement and Guarantees”, and the Endorsement and Guarantees will only be made under well evaluation before granted.

  4. The company has made and followed “Procedure of Engaging in Derivatives Trading “ . The financial transactions of a derivatives nature that Sunplus enters into are strictly for hedging purposes and not for any trading or speculative purposes and under well evaluation.

7.11.3 R&D Plan and Execution

Sunplus Group will keep investing in research and development, therefore, the consolidated R&D costs will account for 25% ~ 35% of consolidated revenues.

Company New Products
Sunplus Technology (1) Automotive entertainment system chip
(2) Smart Cockpit System Chip for Vehicle
(3) Vehicle navigation and driving assistance system platform
(4) Medium and high-end Soundbar system chip
(5) High-speed interface IP
(6) High-performance data converter IP
(7) Analog IP
(8) Industrialcontrolsystemchip based onSunplusPlus1architecture
Generalplus Technology (1) A new generation of speech synthesis control chip
(a) High sound quality and high volume PWM driver
(b) OTP /Flash memory, can quickly update the code
(2) Digital audio and voice recognition control IC:
(a) High-resolution Sigma-Delta ADC recording device
(b) High sound quality Class-D broadcast drive device
(c) Flash memory, can quickly update the code
(3) LCD control IC:
(a) Low-power platform capable of single battery operation
(b) OTP memory, can quickly update the code
(4) Multimedia application control IC:
(a) High-performance Cortex-A series 32-bit platform
(b) More display technologies and interfaces (CVBS, HDMI, MIPI)
(c) Advanced image processing (ISP, GPU, H.264, computer vision and AI
deep learning)
(d) DDR2/DDR3 DRAM interface
(5) Microcontroller:
(a) Cortex-M0 motor drive control IC
(b) Highly integrated wireless charging IC
(c) High-sensitivity touch IC
(6) Other ICs:
(a) Various peripheral chips supporting the main control IC
(b) More complete power control IC
(c)Higherquality audio amplifier IC
Sunplus Innovation Technology (1) Very low power USB image processing IC
(2) USB3.0 4K image processing IC
(3) Image processingIC with intelligentimage detection function
Jumplux Technology (1) Front-mounted vehicle specification USB3.2 TYPE C MediaHUB IC
(2)USB3.2 10Gbps x 2 PHY IP
(3)MIPI APHY TX/RX IP

103

7.11.4 Political and Regulatory Environment:

We will keep watch for any further updates and take actions to reduce the impacts on the company.

7.11.5 Advanced Technology

The wafer process technology is moving to smaller geometry. The migrated process technology could keep the chip production cost down but R&D cost up. The company tries to develop higher add-on value and mainstream multimedia products, which mainstream means to produce in huge volume and to share the research and development cost.

7.11.6 Corporate Identify and Image Change

The company takes corporate image seriously. Being people-oriented and having integrity are our top priorities when running our business. We disclose our operation and financial statements to public periodically and transparently in order to save the rights of our shareholders.

7.11.7 Mergers & Acquisitions

None

7.11.8 Expansion of Facilities

None

7.11.9 Suppliers & Customers

The Company separately purchases raw materials from several different suppliers, encapsulation and testing of the foundry is also adopted scattered strategy, to ensure that the output is no problem. The Company's largest sales customers in 2019 and 2020 accounted for 15% and 16% of the total net revenue for the year, no sales focus on the risk of a single customer.

7.11.10Major Shareholding Change

None

7.11.11Ownership Change

None

7.11.12Litigation Proceedings

None

7.11.13Other Risks

The principle of the importance of corporate social responsibility, conduct risk assessment of important issues, and formulate relevant risk management policies or strategies based on the assessed risks:

Major issues Risk assessment
project
Risk management policy or strategy
surroundings
Environmental
protection and
energy saving
and carbon
reduction
The company is committed to environmental protection and energy
saving. Located in the upstream of the semiconductor industry, the
company exerts its excellent R&D technology and continues to
promote high-end semiconductor process technology to save chip
energy consumption, thereby driving the use of power energy in
downstream consumer electronic terminal products. Through the
implementation of environmental management (EMS) and the
institutionalized PDCA management cycle, the impact on the
environment is effectively reduced; at the same time, the
implementation plan and program are formulated every year, and the
progress of each goal is tracked and reviewed regularly to ensure the
goal Reach
society 1. Occupational
Safety and
Health
1. The company obtained two international and Taiwan occupational
safety and health management system (ISO45001 and TOSHMS)
dual certifications in 2019, and regularly holds fire drills and

104

occupational safety and health education and training every year to
cultivate
employees'
emergency
response
and
self-safety
management capabilities
2. Product safety 2. The company's products comply with the government's product and
service laws and regulations, and comply with the European Union's
hazardous substances RoHS/REACH regulations. Through rigorous
quality system management, we provide customers with stable
product quality. At the same time, in order to ensure the quality of
customer service and improve customer satisfaction, we set up
customer service lines and communication websites. We actively
conduct customer service satisfaction surveys on a regular basis
every year to strengthen our relationship with customers. The
cooperative relationship between the two parties, through the
mutually beneficial and common prosperity relationship with
customers, has become the cornerstone of the sustainable
development of the enterprise
Corporate
Governance
Socio-economic
and legal
compliance
Through the establishment of a governance organization and
implementation of internal control mechanisms, to ensure that all
personnel and operations of the company actually comply with
relevant laws and regulations

7.12Other Remarks

None

105

IX. SPECIAL NOTES 9.1 Affiliates

9.1.1 Affiliated Chart

==> picture [494 x 273] intentionally omitted <==

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

Sunpl us Technology Company
0.03%
0.70%
6.05%
13.69%
6.98%
3.95%
2.09% 1.75%
100% 100% 100% 100% 100% 100% 61.15% 61.13% 34.30% 37.64% 100% 100% 100%
Award Glary Management ConsultingSunplus Ventureplus Sunplus HK Sunplus Venture Lin Shih Sunplus mMobile Sunext InnovationSunplus Generalplus iCatch Wei Young Russell Magic Sky
5.29% -
100% 100% 5.64% 100% 0.10%
Sunny Fancy Ventureplus Mauritius 70 % Generalplus Samoa
Han Yuang 9.55% Sunplus mMedia 72.14% 100%
100% 100% 100 % 3.25% Generalplus
Mauritius
Giant Kingdom Giant Rock Ventureplus Cayman 22.86%
Jumplex
Technology
100% 100%
14.6% 68.8% 100% 93.33% 100% 100% 100% Generalplus Shenzhen Generalplus HK
Technology Co. Ltd.Ytrip Technology ( Beijing)Sunplus Technology Co., Ltd.Sunplus App Sunplus Prof-( Shenzhen) tek Sunplus Shanghai TechnologySunMedia
100%
100 %
Xiamen Xm-
1 culture Co mmunication plus
Co,.Ltd
----- End of picture text -----

106

9.1.2 Affiliated Companies

, 2020 Unit: NT$K, unless other specified

Company Date of
Incorporation
Place of Registration Paid-in Capital Business
Activities
Sunplus Technology (HK) Co.,
Ltd.
August 31, 1993 Kowloon, HK HK$11,075,000 (Note) International
Trading
Lin Shih Investment Co.,Ltd. July2,1998 Hsinchu,Taiwan 700,000 Investment
Russell Holdings Ltd. March 11,1998 Cayman US$24,660,000(Note) Investment
Sunplus Venture Capital Co., Ltd. November 20,
1999
Hsinchu, Taiwan 1,000,000 Investment
Ventureplus GroupInc. July27,2001 Belize 2,526,650 Investment
Ventureplus Mauritius Inc. August 2,2001 Mauritius 2,526,656 Investment
Ventureplus Cayman Inc. September 14,
2001
Cayman 2,526,661 Investment
Shanghai Sunplus Technology
Co., Ltd.
December 7,
2001
Shanghai, China US$17,200,000 (Note) Software
development,
customer
technical
services and
rental business
Sunplus Prof-tek Technology
(Shenzhen) Co., Ltd.
October 22, 2007 Shenzhen, China US$32,250,000 (Note) Software
development,
customer
technical
services and
rental business
Sunmedia Technology Co., Ltd. January 8, 2008 Chengdu, China US$20,000,000 (Note) IC Sales and
After Service,
Software and
System Design
Sunplus App Technology Co.,
Ltd.
October 6, 2008 Beijing, China RMB26,000,000
(Note)
IC Sales and
After Service,
Software and
System Design
Beijing Sunplus-Ehue Tech Co.,
Ltd.
December11,
2013
Beijing RMB27,000,000(Note) Software
development,
customer
technical
services and
rental business
Magic Sky Limited September 22,
2010
Samoa US$10,160,000 Investment
Sunext TechnologyCo.,Ltd. March 13,2003 Hsinchu,Taiwan 635,091 IC Design
Sunplus Management Consulting
Inc.
October 2, 2003 Hsinchu, Taiwan 5,000 Consulting
WeiYing Investment Co., Ltd. February 13,
2004
Hsinchu, Taiwan 54,000 Investment
Generalplus TechnologyInc. March 30,2004 Hsinchu,Taiwan 1,088,158 IC Design
Generalplus International
(Samoa)Inc.
November 12,
2004
Samoa US$19,090,000 (Note) Investment
Generalplus (Mauritius) Inc. November 25,
2004
Mauritius US$19,090,000 (Note) Investment
Generalplus Technology
(Shenzhen)Inc.
March 24, 2005 Shenzhen, China US$18,700,000 (Note) Sales Service
Generalplus Technology (HK)
Inc.
March 21, 2007 Hong Kong US$390,000 (Note) Sales Service
Sunplus mMobile Inc. December 20,
2006
Hsinchu, Taiwan 162,400 IC Design

107

Sunplus Innovation Technology
Inc.
December 14,
2006
Hsinchu, Taiwan 514,501 IC Design
Sunplus mMedia Inc. April 18,2007 Hsinchu,Taiwan 250,000 IC Design
Jumplux Technology Inc, October 27,2014 Hsinchu, Taiwan 240,000 Design &
Trading
Award GloryLtd. January04,2016 Belize 235,105 Investment
Sunny Fancy Ltd. October 29, 2014 Mahe , Republic of
Seychelles
235,105 Investment
Giant Kingdom Ltd. January21,2016 Mahé,Seychelles 25,157 Investment
Giant Rock Inc. July 3, 2014 The Mason Complex,
Suites 19 & 20, The
Valley,Anguilla.
97,279 Investment
Rudong Jiexin Electronic
Technology Co., Ltd.
February 06,
2019
Rudong County, Nantong
City, China
RMB10,000,000(Note) Software
development and
integrated circuit
design
Chongqing Shuangxin
Technology Co., Ltd.
July 26, 2019 Chongqing, China RMB20,000,000(Note) Software
development and
integrated circuit
design
Worldplus Holdings L.L.C. September 7,
1999
3500 South Dupont
Highway,Dover,Delaware
19901,U.S.A.
US$3,600,000(Note) Investment
Business
Lingyao Technology (Shenzhen)
Co., Ltd.
January 18, 2000 Shenzhen, China RMB19,039,000(Note) Software
development,
rental business
and property
management
GenkiTek March 06, 2020 6th Floor, No. 22, Alley
38, Lane 91, Section 1, Hu
Road, Neihu District,
Taipei City
32,000 Software
development

Note: End of 2020, exchange rate as ref.: HK$1=NT$3.673 US$1=NT$28.48 RMB$1=NT$4.377

108

9.1.3 Business Scope of Affiliated Companies

Company Business Activities Business Relationship
Sunplus Technology (HK)Co.,Ltd. Trading N/A
Lin Shih Investment Co.,Ltd. Investment N/A
Russell Holdings Ltd. Investment N/A
Sunplus Venture Capital Co.,Ltd. Investment N/A
Ventureplus GroupInc. Investment N/A
Ventureplus Mauritius Inc. Investment N/A
Ventureplus Cayman Inc. Investment N/A
Shanghai Sunplus TechnologyCo.,Ltd. Manufacture and Sales Service China branch
Sunplus Prof-tek Technology (Shenzhen) Co., Ltd. Manufacture, Sales Service and
propertymanagement.
China branch
Sunmedia TechnologyCo.,Ltd. Manufacture and Sales Service China branch
Sunplus AppTechnologyCo.,Ltd. Sales and IT Education Service China branch
BeijingSunplus-Ehue Tech Co.,Ltd. Manufacture and Sales Service China branch
Magic SkyLimited Investment N/A
Sunext TechnologyCo.,Ltd. IC Design Subsidiary
Sunplus Management ConsultingInc. Management Consulting N/A
WeiYingInvestment Co.,Ltd. Investment N/A
Generalplus TechnologyInc. IC Design Subsidiary
Generalplus International(Samoa)Inc. Investment N/A
Generalplus(Mauritius)Inc. Investment N/A
Generalplus Technology (Shenzhen)Inc. Sales Service N/A
Generalplus Technology (HK)Inc. Sales Service N/A
Sunplus mMobile Inc. IC Design Subsidiary
Sunplus mMobile SAS IC Design N/A
Sunplus Innovation TechnologyInc. IC Design Subsidiary
Sunplus mMedia Inc. IC Design Subsidiary
Jumplux TechnologyInc. Software design7 trading Grandson- Subsidiary
Award GloryLtd. Investment N/A
SunnyFancyLtd. Investment N/A
Giant Kingdom Ltd. Investment N/A
Giant Rock Inc. Investment N/A
Rudong Jiexin Electronic Technology Co., Ltd. Software development and
integrated circuit design
China branch
Chongqing Shuangxin Technology Co., Ltd. Software development and
integrated circuit design
China branch
Worldplus Holdings L.L.C. Investment Business N/A
Lingyao Technology (Shenzhen) Co., Ltd. Software development, rental
business and property
management
China branch
GenkiTek Software development Strategic subsidiary

December 31, 2020

December 31,2020 December 31,2020
Company Title Name Shareholding
Amount
(shares)
Ratio
(%)
Sunplus Technology (HK) Co., Ltd. Chairman
Director
Sunplus Technology
Chou-Chye Huang (repr.)
Ming-ChengHsieh
*HK$11,075,000
-
-
100%
-
-
Lin Shih Investment Co., Ltd. Chairman & President Sunplus Technology
Chou-Chye Huang (repr.)
70,000,000
-
-
-
-
100%
-
-
-
-
Russell Holdings Ltd. Sunplus Technology *US$24,060,000 100%

109

Director Chou-Chye Huang (repr.) - -
Sunplus Venture Capital Co., Ltd. Chairman & President Sunplus Technology
Chou-Chye Huang (repr.)
100,000,000
-
-
-
-
100%
-
-
-
-
Ventureplus Group Inc. Director Sunplus Technology
Chou-Chye Huang (repr.)
RMB37,900,000
&
US74,605,000
(Note1)
100%
-
Ventureplus Mauritius Inc. Director Ventureplus Group
Chou-Chye Huang (repr.)
RMB37,900,000
&
US74,605,000
(Note1)
100%
-
Ventureplus Cayman Inc. Director Ventureplus Mauritius
Chou-Chye Huang (repr.)
RMB37,900,000
&
US74,605,000
(Note1)
100%
-
Shanghai Sunplus Technology Co.,
Ltd.
Chairman
Director &President
Director
Supervisor
Ventureplus Cayman
Chou-Chye Huang (repr.)
Zai-De Wang
Tang-Yi Huang
Shu-Lan Wang
US$17,655,000
(Note1)
-
-
-
-
100%
Sunplus Prof-tek Technology
(Shenzhen) Co., Ltd.
Chairman
President
Supervisor
Ventureplus Cayman
Chou-Chye Huang (repr.)
Tang-Yi Huang
Shu-Lan Wang
*US$32,250,000
-
100%
-
Sunmedia Technology Co., Ltd. Chairman
President
Supervisor
Ventureplus Cayman
Chou-Chye Huang (repr.)
Cheng-Cai Chang
Shu-Lan Wang
*US$20,000,000 100%
Sunplus App Technology Co., Ltd. Chairman
Supervisor
Director
Director
Ventureplus Cayman
Chou-Chye Huang (repr.)
Yu-Lun Liu
Shu-Lan Wang
Ya-Fei Luo
RMB10,000,000
&
USD586,000
(Note1)
-
-
-
RMB438,000
93.33%
-
1.68%
E-Director& President
Supervisor
Chen-Tsai Chang
Shao-LingChan
-
-
-

110

Beijing Sunplus-Ehue Tech Co., Ltd. Chairman
Director
Director
Supervisor
Ventureplus Cayman Inc.
Chou-Chye Huang (repr.)
Wayne Shen
Shu-Lan Wang
Yin-Chi Chu
*RMB$27,000,000 100%
Magic Sky Limited Director Sunplus Technology
Chou-Chye Huang (repr.)
US$10,160,000 100%
Sunext Technology Co., Ltd. Chairman
Director
Director
Supervisor
Sunplus Technology
Chou-Chye Huang (repr.)
Shu-Lan Wang
Mei-Juan Chen
Wayne Shen
58,778,442
-
-
-
-
-
-
100%
-
-
-
-
-
-
-
Sunplus Management Consulting Inc. Chairman Sunplus Technology
Chou-Chye Huang (repr.)
500,000
-
-
-
-
100%
-
-
-
-
WeiYing Investment Co., Ltd. Chairman Sunplus Technology
Chou-Chye Huang (repr.)
5,400,000
-
-
-
-
100%
-
-
-
-
Generalplus Technology Inc. Chairman
Vice Chairman
Director
Director
Independent Director
Independent Director
Independent Director
Sunplus Technology
Chou-Chye Huang (repr.)
Shi-Rong Wang (Repr.)
Hou-Shien Chu
Shi-Hao Liu
Chia-Ming Chai
Nai-Shin Lai
Jing-Min Chen
37,324,304
-
500,000
1,266,752
-
-
-
-
-
34.30%
-
0.46%
1.16%
-
-
-
-
-
Generalplus International (Samoa) Inc.
Chairman
Generalplus Technology
Chou-Chye Huang (repr.)
*US$19,090,000
-
100%
-
Generalplus (Mauritius) Inc. Chairman Generalplus International
(Samoa)
Chou-Chye Huang (repr.)
*US$19,090,000
-
100%
-

(Continued)

111

Company Title Name Shareholding Shareholding
Amount
(shares)
Ratio
(%)
Lingjia Technology (Shenzhen) Inc. Chairman
Director and General
Manager
Director
Generalplus International
(Mauritius)
Chou-Chye Huang (repr.)
Zhi-yi Yang
Jian-yi Liu
*US$18,700,000
-
100%
-
Generalplus Technology (HK) Inc. Director Generalplus (Mauritius)
Inc.
Yi-XingJia(repr.)
*US$390,000
-
100%
-
Sunplus mMobile Inc. Chairman Sunplus Technology
Chou-Chye Huang (repr.)
16,240,000
-
-
100%
-
-
Sunplus Innovation Technology Inc. Chairman
Director
Director
Director & President
Director
Supervisor
Supervisor
Sunplus Technology
Chou-Chye Huang (repr.)
Shu-Lan Wang (repr.)
Wayne Shen (repr.)
Chih-Hao Kung
Lin-Shih Investment
Chi-Ying Chiu
Wen-Chin Li
31,449,751
-
-
-
2,476,473
1,074,664
527,880
-
61.13%
-
-
-
4.81%
2.09%
1.03%
-
Sunplus mMedia Inc. Chairman& President
Director
Director
Supervisor
Sunplus Technology
Chou-Chye Huang (repr.)
Wayne Shen (repr.)
Shu-Lan Wang (repr.)
Lin-Shih Investment
22,440,723
-
-
-
650,185
89.76%
-
-
-
2.60%
Jumplux Technology Chairman
Director
Director
Supervisor
Sunplus mMedia
Chou-Chye Huang (repr.)
Shu-Lan Wang
Mei-Juan Chen
Sunplus Venture Capital
13,200,000
10,100,000
55.00%
42.08%
Award Glory Ltd. Chairman Sunplus Technology
Chou-Chye Huang (repr.)
US$5,642,000
RMB13,400,000
(Note1)
-
100%
(Note1)
-
Sunny Fancy Ltd. Chairman Award Glory Ltd.
Chou-Chye Huang (repr.)
US$5,642,000
RMB13,400,000
(Note1)
-
100%
(Note1)
-
Giant Kingdom Ltd. Chairman Sunny Fancy Ltd.
Chou-Chye Huang (repr.)
US$772,000
(Note1)
-
100%
(Note1)
-
Giant Rock Inc.. Chairman Sunny Fancy Ltd.
Chou-Chye Huang (repr.)
US$1,270,000
RMB13,400,000
(Note1)
-
100%
(Note1)
Rudong Jiexin Electronic Technology
Co., Ltd.
Chairman and General
Manager
Director
Director
Supervisor
Shanghai Sunplus
Technology Co., Ltd.
Zai-De Wang
He-xing Yang
YangZhang
RM10,000,000
(Note1)
100%
(Note1)

112

Shu-zhen Zheng
Chongqing Shuangxin Technology
Co., Ltd.
Chairman
Chairman and General
Manager
Director
Supervisor
Shanghai Sunplus
Technology Co., Ltd.
Chou-Chye Huang (repr.)
Cheng-cai Zhang
Tang-yi Huang
Shu-lan Wang
RM11,000,000
(Note1)
55%
(Note1)
Worldplus Holdings L.L.C. Chairman Sunny Fancy Ltd.
Chou-Chye Huang (repr.)
US$3,600,000
(Note1)
100%
(Note1)
Lingyao Technology (Shenzhen) Co.,
Ltd.
Chairman
General manager
Worldplus Holdings
L.L.C.
Cheng-cai Zhang
Tang-yi Huang
RM19,039,000
(Note1)
100%
GenkiTek Chairman of the board
Director
Director
Director and General
Manager
Director
Supervisor
Lingyang Venture Capital
(Stock) Company
Representative:
Huang Zhoujie
Guo Junde
Zheng Shuzhen
Shen Zhicong Wang
Mingzheng Huang Yiwen
2,000,000
500,000
62.50%
6.25%
15.63%

*Note: the invested companies are listed the capital paid-in amount of investment

113

9.1.5 Common Shareholders of Sunplus and Its Subsidiaries or Its Affiliates with Actual of Deemed Control

Not Applicable

9.1.6 Operation Highlights of Sunplus Affiliates

December 31st, 2020
Unit: NT$K,except EPS(NT$)
December 31st, 2020
Unit: NT$K,except EPS(NT$)
December 31st, 2020
Unit: NT$K,except EPS(NT$)
December 31st, 2020
Unit: NT$K,except EPS(NT$)
December 31st, 2020
Unit: NT$K,except EPS(NT$)
December 31st, 2020
Unit: NT$K,except EPS(NT$)
December 31st, 2020
Unit: NT$K,except EPS(NT$)
Company Capital Assets Liabilities Net Worth Net Sales Operation
Income
Net Income
(After Tax)
EPS
(After Tax)
Sunplus Technology (HK) Co., Ltd. 40,678 30 0 30 0 (4) (4) not
applicabl
e
Lin Shih Investment Co.,Ltd. 700,000 838,226 1,225 837,001 81,731 80,438 73,864 1.06
Russell Holdings Ltd. 702,317 552,897 50 552,847 0 (6,079) (4,795) not
applicabl
e
Sunplus Venture Capital Co.,Ltd. 830,000 877,982 7,783 870,199 20,761 (5,663) (11,787) (0.14)
Ventureplus Group Inc. 2,526,650 1,460,43
8
0 1,460,43
8
70,116 70,116 70,116 not
applicabl
e
Ventureplus Mauritius Inc. 2,526,656 1,460,43
6
0 1,460,43
6
70,118 70,118 70,117 not
applicabl
e
Ventureplus Cayman Inc. 2,526,661 1,460,41
5
0 1,460,41
5
70,521 70,305 70,118 not
applicabl
e
Shanghai Sunplus Technology Co.,
Ltd.
489,856 509,855 53,071 456,784 152,997 64,883 21,637 not
applicabl
e
Sunplus Prof-tek Technology
(Shenzhen) Co., Ltd.
918,480 772,917 22,463 750,454 127,789 (12,379) (19,319) not
applicabl
e
Sunmedia Technology Co., Ltd. 569,600 917,130 722,720 194,410 211,519 25,501 60,077 not
applicabl
e
Sunplus App Technology Co., Ltd. 119,054 4,883 83 4,800 1,294 (3,598) (4,656) not
applicabl
e
Beijing Sunplus-Ehue Tech Co.,
Ltd.
118,179 56,197 4,371 51,826 10,274 (4,640) 1,747 not
applicabl
e
Magic Sky Limited 289,357 2,435 0 2,435 0 (31,248) (31,245) not
applicabl
e
Sunext TechnologyCo.,Ltd. 635,091 233,549 4,786 228,763 15,302 5,193 18,896 0.30
Sunplus Management ConsultingInc. 5,000 3,578 0 3,578 0 (205) (190) (0.38)
WeiYingInvestment Co.,Ltd. 54,000 59,494 103 59,391 9,996 9,848 9,789 1.81
Generalplus Technology Inc. 1,088,158 2,863,20
9
753,896 2,109,31
3
2,845,57
8
318,834 282,037 2.59
Generalplus International (Samoa) Inc. 543,683 499,149 0 499,149 15,407 15,407 15,407 not
applicabl
e
Generalplus (Mauritius) Inc. 543,683 499,149 0 499,149 15,407 15,407 15,407 not
applicabl
e
Generalplus Technology (Shenzhen)
Inc.
532,576 517,959 24,688 493,271 141,066 3,755 13,831 not
applicabl
e

114

Generalplus Technology (HK) Inc. 11,107 8,266 2,265 6,001 12,393 859 1,576 not
applicabl
e
Sunplus mMobile Inc. 162,400 29,516 110 29,406 0 (168) (170) (0.01)
Sunplus Innovation Technology Inc. 524,501 1,876,11
4
566,219 1,309,89
5
1,823,93
7
574,132 467,669 9.09
Sunplus mMedia Inc. 250,000 5,888 70 5,818 19 (346) (334) (0.01)
Jumplux TechnologyInc. 240,000 31,258 49,515 (18,257) 58,952 (26,757) (25,900) (1.08)
Award Glory Ltd. 219,960 268,500 0 268,500 107,601 107,601 107,601 not
applicabl
e
Sunny Fancy Ltd. 219,960 268,500 0 268,500 107,601 107,601 107,601 not
applicabl
e
Giant Kingdom Ltd. 25,157 301 0 301 204 178 167 not
applicabl
e
Giant Rock Inc. 82,134 163,631 0 163,631 119,303 112,648 112,579 not
applicabl
e
Rudong Jiexin Electronic
Technology Co., Ltd.
87,540 27,947 624 27,323 0 (44,680) (43,990) not
applicabl
e
Chongqing Shuangxin
Technology Co., Ltd.
131,310 103,679 22,546 81,133 61,534 (39,244) (38,399) not
applicabl
e
Worldplus Holdings L.L.C. 112,669 104,569 0 104,569 0 (5,146) (5,146) not
applicabl
e
Lingyao Technology
(Shenzhen) Co., Ltd.
83,334 63,706 8,983 54,723 8,111 (5,274) (3,813) not
applicabl
e
GenkiTek 32,000 26,692 2,663 24,029 307 (8,036) (7,971) (2.49)

Note: The financial information of the above business relationship is prepared using the International Financial Reporting Standards.

115

9.1.7 Consolidated Financial Statement of Sunplus Affiliates

Relationship Statement of Consolidated Financial Statements

The Company's 2020(as of January 1, 2020 to December 31, 2020) shall be included in the preparation of the Company's consolidated financial report in accordance with the Guidelines for the preparation of the consolidated financial report and relational report on the relationship between the business combination business report. In accordance with the International Financial Reporting Standards No. 10 should be included in the preparation of parent company consolidated financial report of the company are the same, and the relationship between the consolidated financial statements should be disclosed in the relevant information in the parent company's consolidated financial statements have been exposed, there is no further preparation of the relationship between the consolidated financial report.

Company Name: Sunplus Technology Co., Ltd Person in charge: Chou-Chye Huang

March 29, 2021

331

9.2 Private Placement Securities

Not Applicable

9.3 Status of Sunplus Common Shares/GDRs Acquired, Disposed of, or Held by Subsidiaries

Subsidiaries Subsidiaries Subsidiaries Subsidiaries
Unit: NT$K,shares
Company Capital Source of
Fund
%
Owned
by
Sunplus
Transaction
Date
Amount of
Acquisition
Amount
of
Disposal
Investment
Income
Balance
(by the
Date of
this
Report
Printed)
Balance
of
Pledged
Shares
Balance of
Guarantee
Provided
by
Sunplus
Balance
of
Financing
Provided
by
Sunplus
Lin Shih
Investment
Co., Ltd.
$700,000 Self-owned
reserves
100% 2001.12.25 3,870,196
shares &
$95,605
- - - None None None
2002.07.02 967,549
shares
Capital
increase
from profits
and capital
surplus
- - - None None None
2003.07.13 483,774
shares
Capital
increase from
profits and
capital
surplus
- - - None None None
2004.08.23 532,151
shares
Capital
increase from
profits and
capital
surplus
- - - None None None
2005.08.23 290,614
shares
Capital
increase from
profits and
capital
surplus
- - - 2,503,705
shares
Pledged
None None
2006.08.05 306,132
shares
Capital
increase from
profits and
capital
surplus
- - - 500,741
shares
Pledged
None None
2007.03.26 -3,220,429
shares
decreased for
capital
reduction &
32,204
- - - None None None
2007.09.05 160,538
shares
- - - 380,000
shares
None None

331

Capital
increase from
profits and
capital
surplus
Pledged
2008.09.08 169,471
shares
Capital
increase from
profits and
capital
surplus
- - - 3,384,446
shares
Solution
None None
By the date
of this report
printed
- - - 3,559,996
shares
$63,401
None None None

332

9.4 Special Notes

None

9.5 Any Events Impact to Shareholders’ Equity and Share Price None

333

Sunplus Technology Co., Ltd. Person in charge: Chou-Chye Huang Published on May 15, 2021

334