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TA YIH Annual Report 2020

Aug 9, 2021

51845_rns_2021-08-09_c01858c8-fe98-4933-bfc3-ca9d07dbb186.pdf

Annual Report

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Stock code:1521

TA YIH INDUSTRIAL CO.,LTD.

2020 ANNUAL REPORT

Address:No. 11, Xinxin Road, Anping Industrial Zone, Tainan City Telephone:(06)2615151

June 22, 2021 Printed

Designated information reporting website:https://sii.twse.com.tw Website for inquiry for this year:

Stock Exchange Public Information Observatory:http://mops.tw se.com.tw Company website:http://www.tayih-ind.com.tw

1. Company Spokesman

Name:Hung-Chi Wang

Title:Senior Assistant General Manager, Finance department

Contact Telephone:(06)2615151 ext. 220

Email:[email protected]

2. Company Acting Spokesman

Name:Chun-Hao Wang

Title:Assistant General Manager, Chairman office

Contact Telephone:(06)2615151 ext. 248

Email:[email protected]

3. Address and telephone of Company and factory

Address of Company and factory:No. 11, Xinxin Road, Anping Industrial Zone,Tainan City Telephone:(06)2615151

4. Contact information of agency handling shares transfer

Name:CTBC Bank

Address:No.83, 5th Floor, Section 1, Chongqing South Road, Taipei

Website:www.ctbcbank.com

Telephone:(02)66365566

5. Contact information of the certified public accountant for the most recent annual financial report

Name of accounting firm:Deloitte Taiwan

Independent accountant:Accountant Chi-Chen Li, Accountant Chao-Chin Yang

Address:No. 189, 13th Floor, Section 1, Yongfu Road, Tainan City Website:www.deliotte.com.tw

Telephone:(06)2139988

6. Name of any exchanges where the company's securities are traded offshoreNone

Method by which to access information on said offshore securities:None

7. Website of companyhttp://www.tayih-ind.com.tw

Table of Contents

1‧To the shareholders’ report 1
2‧Introduction of the Company 3
2-1.Date of Establishment 3
2-2.Company milestones 3
3‧Corporate Governance Report 6
3-1.Organizational system 6
3-2.Information on the company's directors, supervisors, president, vice presidents, 7
deputy assistant general managers, and the supervisors of all the company’s
divisions and branch units
3-3.Remuneration paid during the most recent fiscal year to directors, supervisors, 13
president, and vice presidents
3-4.The state of the company's implementation of corporate governance 23
3-5.Information on CPA professional fees 64
3-6.Information on replacement of certified public accountant 65
3-7.Where the company's chairman, president, or any managerial officer in charge of 65
finance or accounting matters has in the most recent year held a position at the
accounting firm of its certified public accountant or at an affiliated enterprise of
such accounting firm
3-8.Any transfer of equity interests and/or pledge of or change in equity interests by a 65
director, supervisor, managerial officer, or shareholder with a stake of more than
10 percent during the most recent fiscal year or during the current fiscal year up
to the date of publication of the annual report
3-9.Relationship information, if among the company's 10 largest shareholders any 66
one is a related party or a relative within the second degree of kinship of another
3-10.The total number of shares and total equity stake held in any single enterprise by 68
the company, its directors and supervisors, managers, and any companies
controlled either directly or indirectly by the company
4‧Information on capital raising activities 69
4-1.Company Capital and shares 69
4-2.The section on company debts 73
4-3.The section on preferred shares 73
4-4.The section on global depository receipts 73
4-5.The section on employee share subscription warrants 73
4-6.The section on "new restricted employee shares” 73
4-7.The section on issuance of new shares in connection with mergers or acquisitions 73
or with acquisitions of shares of other companies
4-8. The section on implementation of the company's capital allocation plans 73
5‧An overview of operations 74
5-1.A description of the business 74
5-2.An analysis of the market as well as the production and marketing situation 76
5-3.The number of employees employed for the 2 most recent fiscal years, and during 82
the current fiscal year up to the date of publication of the annual report, their
average years of service, average age, and education levels
5-4.Disbursements for environmental protection 82
5-5.Labor relations 82
5-6.Important contracts 85
6‧The company's financial status 87
6-1.Condensed balance sheets and statements of comprehensive income for the past 5 87
fiscal years
6-2.Financial analyses for the past 5 fiscal years 89
6-3.Supervisors' report for the most recent year's financial statement 94
6-4.Consolidate Financial statement for the most recent fiscal year 94
6-5.A parent company only financial statement for the most recent fiscal year, 94
certified by a CPA
6-6.If the company or its affiliates have experienced financial difficulties
in the
94
most recent fiscal year or during the current fiscal year up to the date of
publication of the annual report, the annual report shall explain how said
difficulties will affect the company's financial situation
7.Analysis of its financial position and financial performance, and risks 95
7-1.Review and analysis of financial status 95
7-2.Review and analysis of financial performance 95
7-3.Analysis of cash flow 96
7-4.he effect upon financial operations of any major capital expenditures during the 96
most recent fiscal year
7-5.The company's reinvestment policy for the most recent fiscal year, the main 96
reasons for the profits/losses generated thereby, the plan for improving
re-investment profitability, and investment plans for the coming year
7-6.Risk analysis and evaluation 97
7-7.Other important matters 100
8‧Special items 101
8-1.Information related to the company's affiliates 101
8-2.Where the company has carried out a private placement of securities during the 102
most recent fiscal year or during the current fiscal year up to the date of
publication of the annual report
8-3.The subsidiaries holding or disposal of the company’s shares in the company 102
during the most recent fiscal year or during the current fiscal year up to the date
of publication of the annual report
8-4.Additional description of other matters 102
9.If any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the 102
Securities and Exchange Act, which might materially affect shareholders' equity or
the price of the company's securities, has occurred during the most recent fiscal year
or during the current fiscal year up to the date of publication of the annual report,
such situations shall be listed one by one
2020 Consolidate Financial Statements 103
2020 Individual Financial Statements 104

‧ 1 The shareholders’ report

1-1.Business results for 2020:

1-1-1.Review of business performance:

Owing to the impact of COVID-19 pandemic, the Company's net operating income for 2020 was NT$ 4,797,165,000, a decrease of NT$593,031,000 (decreased by 11%) compared with NT$5,390,196,000 in 2019.

In terms of net profit before tax, it was NT$ 178,629,000 in 2020, a decrease of NT$269,722,000 compared with NT$ 448,351,000 in 2019 (a decrease of 60.2%). In terms of net profit after tax, it was NT$ 159,750,000 in 2020, a decrease of NT$200,707,000 from the NT$ 360,457,000 in 2019. The earning per share in 2020 is NT$2.10.

Unit:NT$ thousands

Unit: NT$ thousands
Year 2020 2019 Amount increasing
/ decreasing
Increase /
Decrease %
Net operatingincome 4,797,165 5,390,196 (-)
593,031
(-)
11.0%
Net operating profit 186,734 411,978 (-)
225,244
(-)
54.7%
Pre-tax income 178,629 448,351 (-)
269,722
(-)
60.2%
Net income after tax 159,750 360,457 (-)
200,707
(-)
55.7%
EPS after tax(NTD/share) 2.10 4.73 (-)
2.63
(-)
55.7%
  • 1-1-2.Budget implementation:no financial forecast was released for 2020.

1-1-3.Analysis of financial revenue and expenditure and profitability:

  • (1)Financial structure

Debt to assets ratio:52.03%

Long-term capital accounted for real estate, plant and equipment ratio:189.66%

  • (2)Profitability

Return on assets:4.43%

Return on assets:8.72% Return on equity:3.33% Earnings per share:NT$ 2.10

  • 1-1-4.Status of research and development

  • (1)Research and development expenses for the past 2 years

In 2019, the expenses were NT$ 199,992,000, which accounted for 3.71% of the net operating income.

In 2020, the expenses were NT$ 178,836,000, which accounted for 3.73% of the net operating income.

  • (2)On-going research and development projects:

  • ①R&D and the mass production of Advanced headlights of motorcycles.

  • ②R&D and the mass production of Mini LED BI PES headlights of motorcycles.

  • ③R&D and the mass production of Microstructure optical application lamps.

  • ④R&D and the mass production of Hyperboloid lens application lamps.

  • ⑤R&D and the mass production of Millimeter wave transparent materials.

  • ⑥R&D of Electronic ASPICE import.

  • ⑦R&D of Adjustable lightness and low-energy LED headlights for MRT vehicles.

  • ⑧Product development on Special LED light tube for rail vehicles.

  • ⑨R&D of aerospace lighting.

1-2.Overview of Business Plan of 2021:

  • 1-2-1.Business strategy

  • (1)With the customer-first spirit, expand business domestically and overseas.

  • (2)Cultivate management and technical talents and optimize the product development system.

  • (3)Strengthen production management systems and production technology and capacity, and establish a zero waste plant.

  • (4)Comply with standards consistently, reduce cost of poor quality, and enhance

1

satisfaction of customers.

(5)Protect environment and employees’ health and perform corporate social responsibility.

  • 1-2-2.Expected Sales Volume and Ground for the Expectation

    • (1)Expected sales volume:About 450 ~ 460 thousand automobiles to be sold domestically.

    • (2)Ground:As planned based on the plan of the plant.

  • 1-2-3.Important Production and Marketing Policies

    • (1)Secure orders to be placed by domestic customers for automobiles and expand the market of motorcycles progressively.

    • (2)Strive for orders for car lights and molds to be placed by Koito Group.

    • (3)Analyze and master the cost of car lights and molds in the plant and take actions to improve their weaknesses.

    • (4)Conduct mass production of medium sized VA/VE continuously and reduce production cost.

    • (5)Promote the TPS production system to build a zero waste production management system.

  • 1-3.Future Corporate Development Strategies:

  • 1-3-1.Enhance added value for products and strive to get orders of products from domestic customs to increase the sales figures.

  • 1-3-2.Enhance satisfaction of customers consistently and expand European market progressively.

  • 1-3-3.Develop improvement projects and conduct energy saving activities to reduce consumption of energy resources as well as production cost.

  • 1-3-4.Familiarize with environmental safety regulations and information, strengthen the resource and energy management mechanism, and develop various waste reduction programs.

1-4.Influence of External Competition, Legal Requirements and Overall Business Environment: Looking back in 2020, we were materially impacted by the Covid-19 pandemic in the global auto industry.Even though Taiwan properly prevented the pandemic from spreading widely, yet our orders from overseas customers were still sharply reduced in the first half year of 2020 due to the global economic recession. The overall revenue of 2020 therefore dropped by 11% compared with that of 2019.

The impact of the pandemic has still existed this year, but each countrys’concept of the pandemic prevention has been enhanced and Covid-19 vaccines have also been developed maturely. We believe that the pandemic will be controlled. With the forecast of a strong economic recovery and the extension of the government policy of subsidizing the purchase of a new car to replace the existing one, it is expected that the domestic automobile sales volume will still be from 450 to 460 thousand, almost the same as that of last year. As for the exportation, we intend to not only strive for domestic and overseas orders from Kioto Group, but also develop the markets in North America and Europe continuously to get new customers and more orders of new model lights and molds. Moreover, to enhance production efficiency and reduce production cost, the Company will continuously conduct various improvement activities for cost rationalization.

In the coming future, the Company will fulfill corporate governance, perform corporate social responsibility and invest in research and development consistently. In addition, with the corporate philosophy of sincerity and sustainable development, the Company, supported by all of you as shareholders and led by the excellent management team, guarantees its stable growth and will create reasonable profits and values for shareholders, employees and the society. We hope that all of you as shareholders can support, encourage and direct us as usual.

We with you, ladies and gentlemen, good heath and the best of luck.

Chairman:Chun-I Wu

2

‧ 2 Introduction of the Company

  • 2-1.Date of Establishment : January 28, 1976

2-2.Company milestones:

  • 2-2-1.Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the company’s merger and acquisition: None.

  • 2-2-2.Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the reinvestment in subsidiaries:please refer to page 96 for details.

  • 2-2-3.Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the company’s merger and acquisition: re-organization of the company:None.

  • 2-2-4.Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, in which a major quantity of shares belonging to directors, supervisors, or shareholders holding greater than a 10 percent stake in the company is transferred or otherwise changes hands:None.

  • 2-2-5.Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, any change in managerial control; any material change in operating methods or type of business; and any other matters of material significance that could affect shareholders' equity:None.

  • 2-2-6.Other information:

1976 The company established Da Yih Industrial Co., Ltd. in 1964. Due to business
expansion, it was renamed Da Yih Industrial Co., Ltd. in 1976, with its capital
increased to NT $10,000,000 and employs 200 employees.
1979 The new Anping plant was completed and production, and entered the domestic auto
parts OEM market.
1980 The capital was increased to NT$ 50,000,000.
1981 Signed a technical cooperation treaty with Japan's Stanley Electric Co., Ltd.
1982 The capital was increased to NT$ 105,000,000.
1983 February The construction of the new office building was completed and the capital was
further increased to NT$135,000,000.
1984 Achieved the CNS mark from Bureau of standards, Metrology and Standards,
Ministry of Economic Affairs.
1985 The capital was further increased by NT$ 165,000,000.
1986 In cooperation with Yulon Motor Co., which developed the Feeling X-101 car model,
the Company designed the car lights for Feeling X-101.
1987 The technical cooperation with Japan's Stanley Electric Co., Ltd. terminated.
1988 May Joint venture with Japan Koito Manufacturing Co., Ltd., the capital was increased to
NT$ 220,000,000.
1989 Designed the car lights for Yulon Motors’ 303 series.
1990 May Integrate the Toyota Production System (TPS) with the Corporate Synergy
Development Center and Kuozui to reduce costs and improve production methods,
and inventories were reduced by 47%.
July The expansion of the investment plant was set up at No. 9 Xinxin Road, and the
headlamp factory was rationalized with consistent operations was re-established and
incorporated into the BMC mirror production.
September The plastics factory is completed with rapid change of molding machine and the
operation of one person handling three machines.
1991 February Established a painting factory.
August The capital was expanded to NT$268,000,000.
December The mold NC EDM equipment was introduced to improve the precision of mold
processing. Another 3,100 sq ft of land and factory were purchased for the headlight
factory.
1992 May Multi-color forming machine is integrated into the rear lamp production factory, and
the development of the multi-color mold.
Established Chao Wei company with Nanzhong Company to produce mirrors for
headlights.
September It participated in the National Unity Circle event organized by the Corporate Synergy
Development Center and was awarded the Excellent Organization Award and Golden
Tower Award for both the Production and Non-Production Cooperation Group. The
capital was expanded to NT$289,180,000.

3

October Won the "Q1 Quality Award" from Ford Lio Ho Motor Company.
1993 The second set of BMC forming equipment was imported and the capital was
expanded to NT$450,000,000.
1994 April The Securities and Exchange Commission approved the public offering of shares, and
the capital was expanded to NT$500,000,000 in September.
1995 September The cash increase of NT$49,000,000 for employees to subscribe for the shares, the
amount of capital increased to NT$630,000,000.
October Received the Labor Safety and Health Automatic Inspection Excellence Award from
the provincial government and the Industry Bureau awarded the 84th National
Quality Month Quality Manufacturer Award.
1996 February Obtained ISO 9002 International Quality Assurance System certification from the
Bureau of Standards, Metrology & Inspection, M.O.E.A.
March Signed a technical cooperation contract with VALEO from France.
June Signed a technical cooperation contract. With BOSCH from Germany.
1997 January Acquired the highest honor of the Sanyang System, " Top Ji-Jun Memorial Award ".
March It has been certified by Aerospace Industrial Development Corporation and Corporate
Synergy Development Center and has officially become a cooperative factory of
Aerospace Industry.
October The company's stock is listed on the market.
Signed the technical cooperation with the US LUMINATOR company and the agency
contract in Asia.
1998 March Achieved the German TUV QS 9000/ISO 9001 International Quality Assurance
System Certification.
July The capital was expanded to NT$693,000,000.
October The headlamp factory is included in the automated BMC mirror clean room
production line, which greatly increases the mirror production capacity.
1999 July Signed a technical cooperation contract with the LUMINATOR company in the
United States.
August The capital was expanded to NT$762,300,000.
2000 January Received the Best Presentation Award for Revitalizing Competitive Advantage of
China Motor Corporation.
2001 February Established the Optoelectronics department for research and develop optical
components.
2002 July Become a qualified supplier of track lamps by Siemens (SIEMENS).
December Achieved the German TUV ISO 14001 and OHSAS 18001 Certified Occupational
Safety certification.
2003 May Established a demonstration machine and began to import qualified track lighting
suppliers.
2004 December Achieved the German TUV TS 16949 Quality certification.
2005 March Awarded the Excellent Quality Award of Yulon Nissan Motor Co., Ltd.
November Introduce the headlights store design and promote the rear lead production system.
2006 January Won the 2005 best performance award from the China Motor Corporation.
February Won the overall cost advantage award of the excellent manufacturer of Yulon Nissan
Automobile Cooperation Factory System.
April Won the 2006 Special Contribution award from Ford Lio Ho Motor Company Auto
2006 and the 2005 Output Excellence Award from Kuozui Motors.
August Achieved the 3C certification of the mainland regulations.
September Certified as a qualified supplier by Daimler-Chrysler's Northeast Asia.
November Achieved the Japanese JIPM TPM Awards.
2007 March Won the overall cost advantage award of the excellent manufacturer of Yulon Nissan
Automobile Cooperation Factory System.
Received the Excellent Supplier Award from Ford Lio Ho Motor Company.
April Won the Kuozui Motors Original Price Plan award.
2008 January Won the VA/VE and the excellent supplier of China Motor Corporation.
February Awarded the Excellent Performance Award by Yulon Nissan Motor Co., Ltd.
March Won the silver medal of the excellent manufacturer of Ford Lio Ho Motor Company.
April Started to resell automotive lamps to Suzuki, Mitsubishi and Mazda in Japan.
2009 February Introduce an automatic steering headlamp (AFS) production line.
December It was awarded the A-level manufacturer by the third-party safety and health
management system of the Kuozui Motors.
2010 January Won the excellent supplier of China Motor Corporation.
February Awarded the Excellent Quality Award of Yulon Nissan Motor Co., Ltd.
March Won the silver medal of the excellent manufacturer of Ford Lio Ho Motor Company.
April Won the Kuozui Motors Original Price Plan award.

4

August Sales of remote flashlight to the United States started.
2011 January Won the excellent supplier of China Motor Corporation.
February Awarded the Excellent Quality Award of Yulon Nissan Motor Co., Ltd.
April Won the Kuozui Motors Original Price Plan award.
Won the silver medal of the excellent manufacturer of Ford Lio Ho Motor Company.
2012 February Won the excellent supplier of China Motor Corporation.
Won the VA/VE and the excellent supplier of China Motor Corporation.
April Won the silver medal of the excellent manufacturer of Ford Lio Ho Motor Company.
Won the first quality award from Luxgen, Yulon Motor Company.
November Registered as a traffic safety and health family of the Ministry of Labor.
2013 January Received the energy-saving model award of China Motor Corporation.
March Won the 2012 Kuozui Motors Original Price Plan award.
April Won the silver medal of the excellent manufacturer of Ford Lio Ho Motor Company.
October Production of LED headlights.
November Appraised as the senior store over 30 years by the Tainan City Business Association.
2014 February Won the excellent supplier of China Motor Corporation.
April Received the overall outstanding performance award of Luxgen, Yulon Motor
Company.
September Production of LED fog light and resale to Japan.
2015 February Won the excellent supplier of China Motor Corporation.
Won the A-level rating of TQ Evaluation of China Motor Corporation.
March Awarded the Excellent Quality Award of Yulon Nissan Motor Co., Ltd.
April Won the 2014 Kuozui Motors Original Price Plan award.
Received the overall outstanding performance award of Luxgen, Yulon Motor
Company.
November Won the best supplier for electric equipment of FCA..
2016 March Won the excellent supplier of China Motor Corporation.
Won the AA-level rating of TQ Evaluation of China Motor Corporation..
Awarded the Excellent Quality Award of Yulon Nissan Motor Co., Ltd.
April Won the Kuozui Motors Best quality award
Won the Kuozui Motors VA best performance award.
Received the overall outstanding performance award of Luxgen, Yulon Motor
Company.
2017 February Awarded the Excellent Design and Development Award of Yulon Nissan Motor
Co., Ltd.
April Won the Kuozui Motors Best quality award
Won the Kuozui MotorsTTT best performance award.
Received the overall outstanding performance award of Luxgen, Yulon Motor
Company.
July Won the Taiwan Region Quality Award from Nissan Motor Co., Ltd.
2018 February Won the Toyota Motor Corporation Taiwan Region Contribution Award
March Won the excellent supplier of China Motor Corporation.
Received the Yulon Nissan Motor Company's Design and Development Excellence
Award and the Improved Skills Award
March Received the overall outstanding performance award of Luxgen, Yulon Motor
Company.
2019 March Won the excellent supplier of China Motor Corporation.
April Won the Kuozui Motors VA best performance award.
Won the Kuozui Motors’ original price improvement award.
Won the YAMAHA Technology Development Excellence Global Award.
November Won the best supplier of FCA
2020 January Passed the French AFNOR AS9100 aviation quality certification
March Won the excellent supplier and Design and Development Excellence Award of China
Motor Corporation.
Received the Yulon Nissan Motor Company's Supplier of the Year and the Excellent
Quality Award
2021 March Received the Yulon Nissan Motor Company's overall outstanding performance award
and the Design and Development Excellence Award

5

‧ 3 Corporate Governance Report

3-1.Organizational system

3-1-1.Organization

==> picture [564 x 661] intentionally omitted <==

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

Shareholders’ meeting
Board of Director The remuneration
committee
Auditing Office
The auditing committee
Chairman
Vice Chairman
President
Vice president
Production department Technical department FunctionMold FunctionQuality Business department FunctionFinance
Project Mgnt
Office
3-1-2.Businesses of major departments
Department Major businesses
Establishing the performance goals and salary of directors, supervisors and managers
The remuneration committee
and regularly reviewing
Assisting the board of directors to improve corporate governance performance and
The auditing committee
strengthening internal control system
Ensuring that the internal control system can operate efficiently and continuously and
Auditing Office
strengthening corporate governance
Planning and implementation of management policies, implementation of IT, human
General manager office
resource, training, and general administrations
The preparation of the board of directors’ meeting and the translation of foreign
Chairman office
documents
Occupational safety and health office Safety and health management
Planning and execution of accounting operations, cost management, fund scheduling
Finance department
and budget control
Procurement department Procurement of production materials
Opto-electronics department R&D and manufacturing of products other than car lights
Business department Development of domestic and foreign markets
Quality assurance function Quality target planning and execution
Machine mold function Development and production of mold and frames
Technical Department New product development and design
Product production, material requirements and production scheduling, planning and
Production department
introduction of new equipment, new technology and new construction methods
Dept. Dept.
GM’s Office
Assembel Production Design Department Procurement dept. Chairman’s Office and health office
Production Tech Dept. Prodoction Mgnt Dept. Parts Production Dept. Development promotion Electronic Tech Dept. Machine Mold Factory Business Department Opto-electronics dept. Finance Department Occupational safety
Quality assurance dept.
----- End of picture text -----

6

3-2.Information on the company's directors, supervisors, president and vice president, deputy assistant general managers, and the supervisors of all the company’s divisions.

3-2-1.Information of directors and supervisors

April 24, 2021

Title
(Note 1)
Nationality or
place of
registration
Name Gender Elect
Date
Term First time
When
elected
Date
(Note 2)
Shares holding
when elected
Shares holding
when elected
Current
Number of shares held
Current
Number of shares held
Shares held by spouse and
minor children currently
Shares held by spouse and
minor children currently
Shares held
n
under other’s
ame
Major experience
(education)
(Note 3)
Holding a concurrent post
The Company or the other
company
Position
For those who are the spo
are supervisors within the
degree of kinship.
For those who are the spo
are supervisors within the
degree of kinship.
uses of or
second
Notes (4)
Number of
shares
shareholding
ratio
Number of
shares
shareholding
ratio
Number of
shares
shareholding
ratio
Number
of shares
shareholding
ratio
Title Name Relation
Director Republic of
China
Ding wan Investment
Industrial Co., Ltd.
June
12,2020
3 years June 12,
2014
10,000 0.01% 10,000 0.01%
Chairman Republic of
China
Chun-I Wu
(Representative of
Dinwan)
Male June
12,2020
3 years June 15,
1988
1,254,488 1.65% 1,254,488 1.65% 396,821 0.52% Pei-men Senior Agricultural and
Industrial Vocational School
Tayih Kenmos Auto Parts Co., Ltd.
Chairman.
Fuzhou Koito Tayih Automotive
Lamp Co., Ltd.
Vice Chairman.
TYC Brother Industrial Co., Ltd.
Director.
director
director
Ching-
Liang
You
Yu-Hsien
Wu
Brother-in-
law
Father and
son
Director Japan Koito Manufacturing
Co., Ltd.
June
12,2020
3 years June 15,
1988
24,774,750 32.50% 24,774,750 32.50%
Vice
chairman
Japan Watanabe Masami
(Representative of
Koito Manufacturing
Co.,Ltd.)
Male June
12,2020
3 years April 01,
2004
Vice President of the Company.
Applied Chemistry Department,
University of Yamanashi.
Director Japan Yamamoto Kakuya
(Representative of
Koito Manufacturing
Co., Ltd.)
Male June
12,2020
3 years August
08, 2019
Department of Industrial
Chemistry, Faculty of
Engineering, Shizuoka
University, Japan
Director, Hubei Koito Automotive
Lamp Co., Ltd.
Chairman, Fuzhou Koito Tayih
automotive Lamp Co., Ltd.
Director,Guangzhou Koito
Automotive Lamp Co., Ltd.
Vice Assistant Manager, Koito
ManufacturingCo.,Ltd.
Director Japan Konagaya
Hideharu
(Representative of
Koito Manufacturing
Co.,Ltd.)
Male June
12,2020
3 years June
12,2020
Faculty of Science and
Engineering, Waseda University,
Japan
Director Republic of
China
Yu-Hsien Wu Male June
12,2020
3 years June 12,
2014
25,101 0.03% 25,101 0.03% Supervisor of the Company
Loyola Marymount University
MBA
Vice Chairman of Tayih Kenmos
Auto Parts Co., Ltd.
Chairman Chun-I Wu Father and
son
Director Republic of
China
Cheng-Yuan Wu Male June
12,2020
3 years June 14,
2017
Special assistant of the company
Master of Economics, University
of South California
Vice President
Independent
director

Republic of
China
Wan-I Wu Male June
12,2020
3 years June 14,
2017
Vice President of Ken-Hama Co.,
Ltd.
Director and Vice President of
Toyota Tsusho Corporation.
Department of Labor Relations,
Cultural University.
Director and Manager of
Ken-Hama Co., Ltd.
Independent
director

Republic of
China
Hsiu-Fon Chen Female June
12,2020
3 years June 14,
2017
Associate Professor, Chang Jung
Christian University
Master of Laws, University of
Washington, USA
Master of Laws, University of
Tokyo, Japan
Partner, Chienyeh Law Office
Member of the Appeal Review
Committee of Tainan City Government
Member of the State Compensation
Incident Handling Review
Subcommittee of the Ministry of the
Interior

7

Title
(Note 1)
Nationality or
place of
registration

Name
Gender Elect
Date
Term First time
When
elected
Date
(Note 2)
Shares holding
when elected
Shares holding
when elected
Current
Number of shares held
Current
Number of shares held
Shares held b
minor childr
y spouse and
en currently
Shares held
n
under other’s
ame
Major experience
(education)
(Note 3)
Holding a concurrent post
The Company or the other
company
Position
For those who are the spo
are supervisors within the
degree of kinship.
For those who are the spo
are supervisors within the
degree of kinship.
uses of or
second
Notes (4)
Number of
shares
shareholding
ratio
Number of
shares
shareholding
ratio
Number of
shares
shareholding
ratio
Number
of shares
shareholding
ratio
Title Name Relation
Independent
director

Republic of
China
Ze-Xiang Ting Male June
12,2020
3 years June
12,2020
Supervisor of Ya Hong
Electronics Technology Co., Ltd.
Director of CPA Associations
R.O.C.
Department of Finance and
Taxation, Chung Hsing
University
Partner Accountant of Nan Tai CPAs &
Co..
Independent director of TEKOM
Technology Co.,LTD.
Director of CPA Associations
R.O.C.
Director Japan Yamamoto Hideki
(Representative of
Koito Manufacturing
Co., Ltd.)
Male June
14,2017
3 years April 01,
2016
Master in Mechanical
Engineering, Meiji University
Vice President. Dismissed
after
re-election
on June
12,2020
Director Republic of
China
Yuan Hong Investmen
Co., Ltd.
June
14,2017
3 years June 14,
2017.
746,000 0.98% 746,000 0.98% Dismissed
after
re-election
on June
12,2020
Director Republic of
China
Ching-Liang Yu
(Representative of
Yuan Hong)
Male June
14,2017
3 years June 28,
2002
Senior Assistant Manager of the
Company
Vice President of the Company.
Supervisor of Juoku Technology
Co., Ltd.
Chairman Chun-I Wu Brother-in-
law
Dismissed
after
re-election
on June
12,2020
Supervisor Republic of
China
Kuo Qi Min
Investment Co., Ltd.
June
14,2017
3 years June 14,
2017
1,257,601 1.65% 1,257,601 1.65% Dismissed
after
re-election
on June
12,2020
Supervisor Republic of
China
Bor-Wen Kerng
(Representative
of
Kuo Qi Min)

Male
June
14,2017
3 years June 23,
2015
Independent director of TYC
Brother Industrial Co., Ltd.
Professor of Department of
Institute of Informatiom,
National Cheng Kung University
PhD, Purdue University
Supervisor of Tayih Kenmos Auto
Parts Co., Ltd.

Dismissed
after
re-election
on June
12,2020
Supervisor Japan Konagaya Hideharu Male June
14,2017
3 years June12,
2008
Graduate School of Fundamental
Science and Engineering, Waseda
University, Japan

Dismissed
after
re-election
on June
12,2020
Supervisor Republic of
China
Yih Heng
Investment Co., Ltd.
June
14,2017
3 years June12,
2014.
33,000 0.04% 33,000 0.04% Dismissed
after
re-election
on June
12,2020

8

Title
(Note 1)
Nationality or
place of
registration

Name
Gender Elect
Date
Term First time
When
elected
Date
(Note 2)
Shares holding
when elected
Shares holding
when elected
Current
Number of shares held
Current
Number of shares held
Shares held by spouse and
minor children currently
Shares held by spouse and
minor children currently
Shares held under other’s
name
Shares held under other’s
name
Major experience
(education)
(Note 3)
Holding a concurrent post
The Company or the other
company
Position
For those who are the spouses of or
are supervisors within the second
degree of kinship.
For those who are the spouses of or
are supervisors within the second
degree of kinship.
For those who are the spouses of or
are supervisors within the second
degree of kinship.
Notes (4)
Number of
shares
shareholding
ratio
Number of
shares
shareholding
ratio
Number of
shares
shareholding
ratio
Number
of shares
shareholding
ratio
Title Name Relation
Supervisor Republic of
China
Chien Lin
(Representative of
Yih Heng)
Male June
14,2017
3 years June14,
2017
Director of the company.
Director of Fuzhou Koito Tayih
automotive Lamp Co., Ltd.
Director of Juoku Technology
Co., Ltd.
General manager of the
Company.
Department of Mechnical
Engineering, Tatung University.
Dismissed
after
re-election
on June
12,2020
  • Note 1:The institutional shareholder shall list the name and representative of the institutional shareholder (as a representative of the institutional shareholder, the name of the institutional shareholder shall be indicated) and shall be listed in the following table 1.

  • Note 2:When filling in as the first timer serving as a director or supervisor of the company, do remark if there is any interruption.

  • Note 3:The experience related to the current position, if it has been with the certification accounting firm or related company during the pre-existing period, should state the title and responsibilities.

  • Note 4:The chairman and the general manager or equivalent (the top management) of the company are the same person, or are first-degree relatives of each other, such as spouse, should explain the reasons, rationality, necessity and corresponding measures (such as increasing the number of independent directors, or more than half of the directors do not serve as employees or managers, etc.).

(1)Table 1:Major shareholders of institutional shareholders

April 24, 2021

Shareholding ratio
Shareholding more
than10%
Top 10 share holders
Name of institutional shareholders Major shareholders of institutional shareholders
Shareholding ratio
Ding wan Investment Industrial
Co.,
Hui-Er Wu Ma Shareholding more
than10%
Chun-I Wu
Yu-Hsien Wu
Chen-Yi Wu
Koito Manufacturing Co., Ltd. Toyota Motor Corporation Top 10 share holders
Japan Master Trust Bank,Ltd.(trust account)
CustodyBank of Japan,Ltd..(trust account)
Sumitomo Mitsui BankingCorporation
Nippon Life Insurance Company
Bank of Tokyo-Mitsubishi UFJ,Ltd.
STATE STREET BANK AND TRUST COMPANY 505223
Dai-ichi Life Insurance Co.,Ltd.
Aioi NissayDowa Insurance Co.,Ltd.
JP MORGAN CHASE BANK 385632

Note 1:If the directors and supervisors are representatives of institutional shareholders, the name of the institutional shareholder shall be filled in.

  • Note 2:The name of the principal shareholder of the institutional shareholder (whom holds the top ten shareholding) and its shareholding ratio. If the majority shareholders are institutional shareholders, they should fill in table 2.

9

(2)Table 2:Major shareholders of institutional shareholders

pril 24, 2021
Name of the Institution(note 1) Major shareholder of Institutions(note 2) Note
Toyota Motor Corporation Japan Trustee Services Bank,Ltd. Top 10 shareholders
Toyota Industries Corporation
Japan Master Trust Bank,Ltd.
Nippon Life Insurance Company
JP Morgan Morgan Chase Bank (Standing Attorney Mizuho Bank, Ltd.
Settlement Sales Department)
DENSO CORPORATION
State Street Bank & Trust Company (Standing Attorney, Inc. Mizuho Bank,
Settlement Sales Department)
Mitsui Sumitomo Insurance Co.,Ltd
Asset Management Services Trust Bank Ltd.
Tokio Marine & Nichido Fire Insurance Co.,Ltd.
Japan Post Trust Bank Co., Ltd. (Trust account) Unable toprovide due to localpractice restrictions
Japan Trustee Services Bank, Ltd. (trust account) Unable to provide due to local practice restrictions
Sumitomo Mitsui BankingCorporation Stock companyMitsui Sumitomo Finance Co.,Ltd. 100%
Nippon Life Insurance Company Unable toprovide due to localpractice restrictions
Bank of Tokyo-Mitsubishi UFJ,Ltd. Mitsubishi UFJ Finance Corporation 100%
STATE STREET BANK AND TRUST COMPANY 505223 Unable toprovide due to localpractice restrictions
Dai-ichi Life Insurance Co., Ltd. Unable toprovide due to localpractice restrictions
Aioi NissayDowa Insurance Co., Ltd. Unable toprovide due to localpractice restrictions
JP MORGAN CHASE BANK 385632 Unable toprovide due to localpractice restrictions

Note 1:If the main shareholder of the above table is an institutional shareholder, then name of the institutional shareholder should be filled in. Note 2:The name of the main institutional shareholder (whom holds the top ten shareholding) and its shareholding ratio.

(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business, and meet the following:

(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
(3)Whether the directors and supervisors have more than five years of work experience in business, legal, financial or corporate business,
and meet the following:
April 24, 2021
Conditions Have more than five years of work experience and the following
professionalqualifications
In line with independence (Note 1) No of independent
directors of other
public offering
companies
Name An instructor or higher in a
department of commerce, law,
finance, accounting, or other
academic department related to the
business needs of the company in a
public or private junior college,
college,or university.
A judge, public prosecutor, attorney, certified
public accountant, or other professional or
technical specialist who has passed a national
examination and been awarded a certificate in a
profession necessary for the business of the
company.
Have work experience in the
area of commerce, law, finance,
or accounting, or otherwise
necessary for the business of
the company.
1 2 3 4 5 6 7 8 9 10 11 12

10

Chairman:
Chun-I Wu(Note 2)
V V V V V V V 0
Vice chairman:
Watanabe Masami(Note 3)
V V V V V V V V V V V V 0
Director:
Yu-Hsien Wu
V V V V V V V V V V 0
Director:
Yamamoto Kakuya(Note 3)
V V V V V V V V V V V V 0
Director:
Konagaya Hideharu(Note 3&4)
V V V V V V V V V V V V 0
Director:
Cheng-Yuan Wu(Note 4)
V V V V V V V V V V V V V 0
Independent director:
Wan-I Wu
V V V V V V V V V V V V V 0
Independent director:
Hsiu-Fon Chen
V V V V V V V V V V V V V V V 0
Independent director:
Ze-XiangTing(Note 4)
V V V V V V V V V V V V V V 1
  • Note 1:Directors and supervisors during the two years before being elected and during the term of office, meet any of the following situations, please tick the appropriate corresponding boxes:

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

  • (2)Not a director and supervisor of the Company or affiliated companies (it does not apply in case where the person is an independent director of the Company and its parent company, subsidiary company or subsidiary of the same parent company according to this law or local laws)

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

  • (4)Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph (1) above or any of the persons in the preceding subparagraphs (2) or (3).

  • (5)Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act.

  • (6)Not a director, supervisor, or employee of that other company if a majority of the company's director seats or voting shares and those of any other company are controlled by the same person. (it does not apply in case where the person is an independent director of the Company and its parent company, subsidiary company or subsidiary of the same parent company according to this law or local laws)

  • (7)Not a director (or governor), supervisor, or employee of that other company or institution if the chairperson, president, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses. (it does not apply in case where the person is an independent director of the Company and its parent company, subsidiary company or subsidiary of the same parent company according to this law or local laws)

  • (8)Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company ((but it does not apply to specific companies hold 20 percent or more and no more than

11

50 percent of the total number of issued shares of the public company and in case where the person is an independent director of the Company and its parent company, subsidiary company or subsidiary of the same parent company according to this law or local laws)

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

  • (10)Has no relationship with other directors within the scope of spouse or second degree of kinship.

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

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

Note 2:Chun-I Wu is the representative of Ding Wan Investment Industrial Co., Ltd.

Note 3:Watanabe Masami, Yamamoto Kakuya and Konagaya Hideharu are representatives of Koito Manufacturing Co., Ltd.

  • Note 4:3 directors (also independent ones) including Konagaya Hideharu, Cheng-Yuan Wu and Ze-Xiang Ting are successfully re-elected on June 12, 2020.
3-2-2.Information on the
branches
3-2-2.Information on the
branches
3-2-2.Information on the
branches
company's president, vice presidents, assistant general
company's president, vice presidents, assistant general
company's president, vice presidents, assistant general
company's president, vice presidents, assistant general
company's president, vice presidents, assistant general
company's president, vice presidents, assistant general
company's president, vice presidents, assistant general
managers, and the managers of all the company’s divisions and
April 24, 2021
managers, and the managers of all the company’s divisions and
April 24, 2021
managers, and the managers of all the company’s divisions and
April 24, 2021
managers, and the managers of all the company’s divisions and
April 24, 2021
managers, and the managers of all the company’s divisions and
April 24, 2021
managers, and the managers of all the company’s divisions and
April 24, 2021
managers, and the managers of all the company’s divisions and
April 24, 2021
Job title
(Note 1)
Nationality Name Gender Elect
Date
Holding shares Shares held
mino
by spouse and
r children
Shares he
no
ld under other
minees
Major work experience
(educational background)
(Note 2)
Holding a concurrent
post in other companies
For those wh
managers within
o are the spou
the second d
ses of or are
egree of kinship.
Note
(Note 3)
Number of
shares
shareholding
ratio
Number of
shares
shareholding
ratio
Number of
shares
shareholding
ratio
Title Name Relation
President Republic
of China
Shih-Chung Feng Male 2019.04.01 Director and vice president of Fuzhou Koito
Tayih automotive Lamp Co., Ltd.
Vice president of the Company.
Senior Assistant Assistant Manager of the
Company.
Department of Mechanical Engineering,
Nanya Institute of Technology.
None
Vice
President
Republic
of China
Ching-Liang Yu
(Note 4)
Male 1998.07.31 Senior Assistant Manager of the Company. Supervisor of Juoku
Technology Co., Ltd.
Vice
President
Japan Yamamoto
Hidetsugu
Male 2016.04.01 Master of Mechanical Engineering, Meiji
University, Japan.
None
Vice
President
Republic
of China
Cheng-Yuan Wu
(Note 4)
Male 2016.01.01 Director of the company
Master of Economics, University of South
California
None
Senior
Assistant
Republic
of China
Chin-Wen Chen Male 2016.01.01 Master of Power Mechanical Engineering,
Tsing Hua University.
None
Senior
Assistant
Republic
of China
Hung-Chi Wang Male 2016.01.01 Department of Accounting, Tunghai
University.
Supervisor of Fuzhou Koito
Tayih automotive Lamp
Co., Ltd.
Senior
Assistant
Republic
of China
Chao-Wen Chang Male 2016.01.01 Masters of Electro-optical, National
Formosa University.

None
Assistant
Manager
Republic
of China
Chun-Hung Chen Male 2016.01.01 Department of Mechanical engineering,
National Pingtung University of Science
and Technology.
None
Assistant
Manager
Republic
of China
Chih-Ching
Chuang
Male 2016.01.01 Master of Chemical Engineering, Chung
Yuan University.
None

12

Assistant
Manager
Republic
of China
Chun-Hao Wang Male 2016.01.01 Japanese Culture and Language Institute. None
Assistant
Manager
Republic
of China
Chao-Ching
Chuang
Male 2016.01.04 730 0.00 Department of Mechanical engineering,
Southern Taiwan University of Science and
Technology.
None
Assistant
Manager
Republic
of China
Rui-Pin Xu
(Note 5)
Male 2016.01.04 EMBA, Department of Business
Administration, Tunghai University
None
Assistant
Manager
Republic
of China
Ping-Hsin Yeh Male 2019.10.4 Senior Assistant GM of Taiwan Mitsui
Sales manager of Sinbon Elec.
Dept of Japenese Language & Culture,
Soochow University.
None
Assistant
Manager
Republic
of China
Chiung-Lun
Wang
Female 2020.08.26 Assistant Sales Manager of Juoku
Technology Co., Ltd.
Sales Department Manager of Ta Yih
Industrial Co., Ltd.
Tokyo Cosmo Gakuen
None
  • Note 1:The information including president, vice presidents, associates, department and branch directors, and where the position is equivalent to the general manager, deputy general manager or associate, regardless of the title, should be disclosed.

  • Note 2:The experience related to the current position, if it has been with the certification accounting firm or related company during the pre-existing period, should state the title and responsibilities.

  • Note 3:Where the chairperson of the board of directors and president or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response. (For example, increase the number of independent directors, and there should be more than half of the directors who do not serve as employees or managers of the Company, etc.)

  • Note 4:Ching-Liang Yu, the Vice president, retired and dismissed on June, 2020. The board of directors appointed Cheng-Yuan Wu (former assistant manager) as the new vice president.

  • Note 5:Rui-Pin Xu retired on February, 2020.

  • 3-3.Remuneration paid during the most recent fiscal year to directors, supervisors, president, and vice presidents:

    • 3-3-1.Remuneration of directors (including independent directors) (with any one of the following circumstances, name and gratuities should be disclosed):

      • (1)Those who have suffered after-tax losses in individual financial reports in the recent three years; but those who have generated net profits after-tax in the most recent annual individual financial reports and are sufficient to make up for accumulated losses are not subject to this limit:the Company's individual financial reports on 2018, 2019 and 2020 have no after-tax losses.

      • (2)In recent years, the number of stocks holding by directors has been insufficient for more than three consecutive months:the Company did not have this situation in 2020.

      • (3)A company that has had an average ratio of share pledging by directors exceeding 50 percent in any 3 months during the most recent fiscal year shall disclose the remuneration paid to each individual director:there is no such situation in the Company in 2020.

      • (4)All directors receive the directors ’remuneration of all companies in the financial report accounting for more than 2% of the net profit after tax, and individual directors receive remuneration exceeding NT $ 15 million:the directors' remuneration in 2020 accounted for 6.12% of the net profit after tax, but the individual director’s remuneration did not exceed NT $ 15 million.

      • (5)A company listed on the Taiwan Stock Exchange (TWSE) or the Taipei Exchange (TPEx) is ranked in the lowest tier in the corporate governance evaluation for the most recent fiscal year, or in the most recent fiscal year or up to the date of publication of the annual

13

report for that year, the company's securities have been placed under an altered trading method, suspended from trading, delisted from the TWSE or the TPEx, or the Corporate Governance Evaluation Committee has resolved that the company shall be excluded from evaluation:the Company did not have this situation in 2020.

  • (6)The average annual salary of the full-time non-supervisory employees in a TWSE or TPEx listed company is less than NT$500,000:the Company did not have this situation in 2020.

3-3-2.Remuneration of directors (including the independent directors) (aggregate remuneration information with the names indicated for each remuneration range): December 31, 2020 Unit:NT$ thousands

Title Name Remuneration of directors Remuneration of directors Remuneration of directors Remuneration of directors Remuneration of directors Remuneration of directors Remuneration of directors Remuneration of directors The ratio of the
summation of A, B, C
and D to the net profit
after tax.
(Note 10)
The ratio of the
summation of A, B, C
and D to the net profit
after tax.
(Note 10)
Part-time employees receive r Part-time employees receive r Part-time employees receive r Part-time employees receive r elevant remuneration elevant remuneration elevant remuneration elevant remuneration The ratio of the
summation of A, B,
C ,D, E, F and G to
the net profit after tax.
(Note 10)
The ratio of the
summation of A, B,
C ,D, E, F and G to
the net profit after tax.
(Note 10)
Whether a remuneration is received from a subsidiary company
(Note 11)
Remuneration
(A)
(Note 2)
Resignation
Pensions
(B)
Remuneration of
directors
(C)
(Note 3)
Business execution
expenses
(D)
(Note 4)
Compensation and
bonuses payable
and special allowances
(E)
(Note 5)
Resignation
Pensions
(F)
Employee compensation
(G)
(Note 6)
The Company All companies in the financial
report (Note 7)
The Company All companies in the financial
report (Note 7)
The Company All companies in the financial
report (Note 7)
The Company All companies in the financial
report (Note 7)
The Company All companies in the financial
report (Note 7)
The Company All companies in the financial
report (Note 7)
The Company All companies in the financial
report (Note 7)
The Company All companies in
the financial
report
(Note 7)
The Company All companies in the financial
report (Note 7)
Cash amount Amount of
shares
Cash amount
Amount of
shares
Chairman Chun-I Wu
(Representative of Din Wan)
0 0 0 0 0 0 140 140 0.09% 0.09% 8,761 8,761 114 114 0 0 0 0 5.64% 5.64% None
Vice
chairman
Watanabe Masami
(Representative of Koito
ManufacturingCo.,Ltd.)
Director Yu-Hsien Wu
Director Ching-Liang Yu
(Representative of Yuan Hong)
(Note)
Director Yamamoto Kakuya
(Representative of Koito
ManufacturingCo.,Ltd.)
Director Yamamoto Hidetsugu (Note)
(Representative of Koito
ManufacturingCo.,Ltd.)
Director Konagaya Hideharu
(Representative of Koito
ManufacturingCo.,Ltd.)
Director Cheng-Yuan Wu
Independe
nt director
Wan-I Wu 0 0 0 0 0 0 760 760 0.48% 0.48% 0 0 0 0 0 0 0 0 0.48% 0.48% None

14

Independe
nt director
Hsiu-Fon Chen
Independe
nt director
Ze-Xiang Ting
1.Please state the policy, system, standards and structure of independent directors’ remuneration, and describe the relevance to the amount of remuneration
according to the responsibilities, risks and time invested:The remuneration of independent directors of the company is fixed by the board of directors’
meeting. Independent directors do not participate in the distribution of remuneration when the company makes profits.
2.Other than disclosure in the above table, Directors remunerations earned by providing services (e.g. providing consulting services as a non-employee) to
the Company in the most recent fiscal year:None

Note:Dismissed after re-election on June 12, 2020. Director (including independent directors) remuneration level table

Range of remuneration paid to each director of the company Name of directors Name of directors Name of directors Name of directors
Total remuneration(A+B+C+D) Total remuneration(A+B+C+D+E+F+G)
The Company (Note 8) All companies in the
financial report
(Note 9)
The Company (Note 8) All companies in the
financial report
(Note 9)
Under 1,000,000 Chun-I Wu,
Watanabe Masami,
Yu-Hsien Wu,
Ching-Liang Yu,
Yamamoto Kakuya,
Yamamoto Hidetsugu,
Konagaya Hideharu,
Cheng-Yuan Wu,
Wan-I Wu,
Hsiu-Fon Chen,
Ze-XiangTing
Chun-I Wu,
Watanabe Masami,
Yu-Hsien Wu,
Ching-Liang Yu,
Yamamoto Kakuya,
Yamamoto Hidetsugu,
Konagaya Hideharu,
Cheng-Yuan Wu,
Wan-I Wu,
Hsiu-Fon Chen,
Ze-XiangTing
Watanabe Masami,
Yu-Hsien Wu,
Yamamoto Kakuya,
Yamamoto Hidetsugu,
Konagaya Hideharu,
Wan-I Wu,
Hsiu-Fon Chen,
Ze-Xiang Ting
Watanabe Masami,
Yu-Hsien Wu,
Yamamoto Kakuya,
Yamamoto Hidetsugu,
Konagaya Hideharu,
Wan-I Wu,
Hsiu-Fon Chen,
Ze-Xiang Ting
NT$ 1,000,000(included)
~NT$ 2,000,000(excluded)
Ching-LiangYu Ching-LiangYu
NT $ 2,000,000(included)
~NT$ 3,500,000(excluded)
Cheng-Yuan Wu Cheng-Yuan Wu
NT $ 3,500,000(included)
~NT$ 5,000,000(excluded)
Chun-I Wu Chun-I Wu
NT $ 5,000,000(included)
~NT$ 10,000,000(excluded)
NT$10,000,000(included)
~NT$15,000,000(excluded)
NT$15,000,000(included)
~NT$30,000,000(excluded)
NT$30,000,000(included)
~NT$50,000,000(excluded)
NT$50,000,000(included)
~NT$100,000,000(excluded)
Over NT$100,000,000
Total 11 11 11 11

Note 1:The names of the directors shall be separately listed (the institutional shareholder shall list the names of the institutional shareholders and the representative separately), and the amount of each payment shall be disclosed. If the director is also the general manager or deputy general

15

manager, this form and the table 3 should be filled out. (5) or 3. (6).

  • Note 2:Refers to the remuneration of directors in the most recent fiscal year (including directors' remuneration, job allowance, severance pay, various bonuses, and awards etc.).

  • Note 3:To fill in the amount of directors' remuneration distributed by the board of directors in the most recent year.

  • Note 4:Refers to the relevant business execution expenses of the directors in the most recent fiscal year (including transport expenses, special expenses, various allowances, lodging, company car and other supplies, etc.). In the case of the provision of housing, motor vehicles and other means of transport or exclusive individuals’ expenses, the nature and cost of the assets provided, the actual or at a fair market price, rent, petrol and other payments should be disclosed. If driver is provided, take note to state the salary of the driver paid by the company, and this payment shall not be included in the remuneration.

  • Note 5:Refers to the salary of the directors who are also an employees(including president, vice presidents and other managers and employees) in the most recent fiscal year, which includes the salary, job allowance, severance payment, various bonuses, incentives, transport expenses, special expenses, subsidies, dormitories, company car rentals and so on. In the case of the provision of housing, motor vehicles and other means of transport or exclusive individuals expenses, the nature and cost of the assets provided, the actual or at a fair market price, rent, petrol and other payments should be disclosed. If driver is provided, take note to state the salary of the driver paid by the company, and this payment shall not be included in the remuneration. According to IFRS 2 "Share-based Payment", the salary expenses recognized should include obtaining employee stock option certificate, restricted employee share and participating in capital increase shares, etc. Those payment should also be included in the remuneration.

  • Note 6:Refers to the director, also an employee, (including president, vice presidents, other managers and employees) who has obtained employee compensation (including stocks and cash) in the most recent fiscal year, and should disclose the amount of compensation paid by the board of directors in the most recent fiscal year. For those who are not able to make an estimation, shall propose the calculation based on the actual distribution of the preceding year, and fill up table 3. (7).

  • Note 7:The total amount of remuneration paid by all companies shown in the consolidated report (including the Company) to the directors of the Company should be disclosed.

  • Note 8:The total amount of remuneration the company paid to each director, the names of the directors should be revealed in the respective range of remuneration.

  • Note 9:The total amount of remuneration paid by all companies shown in the consolidated report (including the Company) to the directors of the Company should be disclosed.

  • Note 10:The ‘Net profit after tax’ refers to net profit after tax in the most recent individual or individual financial reports.

  • Note 11:(1)This column should clearly state the amount of remuneration the directors received from the transfer of investment in the subsidiary.

    • (2)If a director of a company receives remuneration from a subsidiary other than an investment enterprise, the remuneration received should be merged into column I of the remuneration table, and rename that column as "all investment business".

    • (3)Remuneration refers to the remuneration and compensation (including remuneration of employees, directors or supervisors) paid to the directors who are also the directors, supervisors or other managers of the investment business other than its subsidiary, and business execution expenses of the directors, supervisors or managers.

  • 3-3-3.Remuneration of supervisors (with any one of the following circumstances should be disclosed individually for the name and the remunerations):

16

  • (1)Those who have suffered after-tax losses in individual financial reports in last three years; but those who have generated after-tax net profits in the most recent annual individual financial reports and are sufficient to make up for accumulated losses are not subject to this limit:the Company did not have after-tax losses in 2018, 2019 and 2020 on the individual financial reports.

  • (2)If any supervisor has had insufficient shareholding percentage for 3 consecutive months or longer during the most recent fiscal year, it shall disclose the remuneration of supervisor:the Company did not have this situation in 2020.

  • (3)A company that has had an average ratio of share pledging by supervisor in excess of 50 percent in any 3 months during the most recent fiscal year shall disclose the remuneration paid to each individual supervisor having a ratio of pledged shares in excess of 50 percent for each such month:there is no such situation for the Company in 2020.

  • (4)If the total amount of remuneration received by all of the supervisors in their capacity as supervisors of all of the companies listed in the financial reports exceeds 2 percent of the net income after tax, and the remuneration received by any individual supervisor exceeds NT$15 million, the company shall disclose the remuneration paid to that individual supervisor:there is no such situation for the Company in 2020.

  • (5)A company listed on the Taiwan Stock Exchange (TWSE) or the Taipei Exchange (TPEx) is ranked in the lowest tier in the corporate governance evaluation for the most recent fiscal year, or in the most recent fiscal year or up to the date of publication of the annual report for that year, the company's securities have been placed under an altered trading method, suspended from trading, delisted from the TWSE or the TPEx, or the Corporate Governance Evaluation Committee has resolved that the company shall be excluded from evaluation:the Company did not have this situation in 2020.

  • (6)The average annual salary of the full-time non-supervisory employees in a TWSE or TPEx listed company is less than NT$500,000:the Company did not have this situation in 2020.

  • 3-3-4. Remuneration of supervisors (aggregate remuneration information with the names indicated for each remuneration range):

December 31, 2020 Unit:NT$ thousands

Title Name Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors The ratio of the summation of A,
B, and C to the net profit after
tax. (Note 8)
The ratio of the summation of A,
B, and C to the net profit after
tax. (Note 8)
Whether a remuneration is
received from a subsidiary
company (Note 9)
Remuneration
(A)
(Note 2)
Compensation
(B)
(Note 3)
Business
expenses
(C)
(Note4)
execution
The Company All companies in
the financial report
(Note 5)
The Company All companies in
the financial report
(Note 5)
The Company All companies in
the financial report
(Note 5)
The
Company
All companies
in the financial
report (Note 5)
Supervisor Bor-Wen Kerng
(Representative of KuoQi Min Co.,Ltd.)


470
470
0.29%

0.29%


None
Supervisor Chien Lin
(Representative of Yih HengCo.,Ltd.)
Supervisor Konagaya Hideharu

Note:All supervirors are dismissed after re-election on June 12, 2020.

17

Range of remuneration paid to the supervisors

Range of remuneration paid to the supervisors
Range of remuneration paid to each supervisor of the company Name of Supervisor
Total remuneration(A+B+C)
The Company (note 6) All companies in the financial report (Note 7) D
Under NT$ 2,000,000
Bor-Wen Kerng,
Konagaya Hideharu,
Chien Lin

Bor-Wen Kerng,
Konagaya Hideharu,
Chien Lin
NT$2,000,000(included)
~NT$5,000,000(excluded)
NT$5,000,000(included)
~NT$10,000,000(excluded)
NT$10,000,000(included)
~NT$15,000,000(excluded)
NT$15,000,000(included)
~NT$30,000,000(excluded)
NT$30,000,000(included)
~NT$50,000,000(excluded)
NT$50,000,000(included)
~NT$100,000,000(excluded)
Over NT$100,000,000
Total 3 3
  • Note 1:The names of the supervisors shall be separately listed (the institutional shareholder shall list the names of the institutional shareholders and the representative separately), and the amount of each payment shall be disclosed.

  • Note 2:Refers to the remuneration of supervisors in the most recent fiscal year (including supervisors' remuneration, job allowance, severance pay, various bonuses, and awards etc.).

  • Note 3:To fill in the amount of supervisors' remuneration distributed by the board of supervisors in the most recent year.

  • Note 4:Refers to the relevant business execution expenses of the supervisors in the most recent fiscal year (including transport expenses, special expenses, various allowances, lodging, company car and other supplies, etc.). In the case of the provision of housing, motor vehicles and other means of transport or exclusive individuals ‘expenses, the nature and cost of the assets, the actual or at a fair market price, rent, petrol and other payments should be disclosed. If driver is provided, take note to state the salary of the driver paid by the company, and this payment shall not be included in the remuneration.

  • Note 5:The total amount of remuneration paid by all companies shown in the consolidated report (including the Company) to the supervisors of the Company should be disclosed.

  • Note 6:The total amount of remuneration the company paid to each supervisor, the names of the supervisors should be revealed in the respective range of remuneration.

  • Note 7:The total amount of remuneration paid by all companies shown in the consolidated report (including the Company) to the supervisors of the Company should be disclosed.

  • Note 8:The ‘Net profit after tax’ refers to net profit after tax in the most recent individual or individual financial reports.

  • Note 9:(1)This column should clearly list the amount of remuneration received by the Company's supervisor from a subsidiary outside the investment company or the parent company. (If there is no such situation, please fill in "none")

  • (2)If the supervisors of a company receive remuneration from a subsidiary other than an investment enterprise or the parent company, the remuneration received should be merged into column I of the remuneration table, and rename that column as "all investment business of the parent company".

18

  • (3)Remuneration refers to the remuneration and compensation (including remuneration of employees, directors or supervisor) paid to the supervisors who are also the directors, supervisors or other managers of the investment business other than its subsidiary, and business execution expenses of the directors, supervisors or managers.

3-3-5.Remuneration of President and Vice president (aggregate information with names indicated for each remuneration range):

December 31, 2020 Unit:NT$ thousands December 31, 2020 Unit:NT$ thousands December 31, 2020 Unit:NT$ thousands December 31, 2020 Unit:NT$ thousands December 31, 2020 Unit:NT$ thousands December 31, 2020 Unit:NT$ thousands December 31, 2020 Unit:NT$ thousands
Title Name Salary
(A)
(Note 2)
Retirement
allowance
(B)
Bonuses and special
allowances
(C)
(Note 3)
Employee compensation
(D)
(Note 4)
The ratio of the
summation of A, B,
and D to the net profit
after tax.
(Note 8)
Is there any remuneration from other invested
businesses apart from subsidiaries
(Note 9)
The Company All companies in the financial report
(Note 5)
The Company All companies in the financial report
(Note 5)
The Company All companies in the financial report
(Note 5)
The Company All companies in the
financial report
(Note 5)
The Company All companies in the financial report
(Note 5)
Cash amount
Amount of
~~shares~~

Cash amount
Amount of
~~shares~~
President Shih-ChungFeng 6,530 6,530 65 65 50 50 4.16% 4.16% None
Vicepresident Ching-LiangYu(Note)
Vicepresident Yamamoto Hidetsugu
Vice president Cheng-Yuan Wu (Note)

Note:Ching-Liang Yu, vice president, retired and dismissed on June, 2020. The board of directors appointed Cheng-Yuan Wu (former assistant manager) as the new vice president (effective June 22, 2020).

Range of remuneration paid to President and vice president:

Range of remuneration paid toPresidentand vice president:
Range of remuneration paid to president and vice president Names of President and vice president

The Company (note 6)

All companies in the financial report(Note 7)E
Under NT$ 1,000,000 Yamamoto Hidetsugu Yamamoto Hidetsugu
NT$ 1,000,000 (included)
~NT$ 2,000,000 (excluded)

Ching-Liang, Yu
Cheng-Yuan Wu

Ching-Liang, Yu
Cheng-Yuan Wu
NT$ 2,000,000(included)
~NT$ 3,500,000(excluded)

19

NT$ 3,500,000 (included)
~NT$ 5,000,000 (excluded)
Shih-Chung Feng Shih-Chung Feng


NT$ 5,000,000 (included)
~NT$ 10,000,000 (excluded)




NT$ 10,000,000 (included)
~NT$ 15,000,000 (excluded)

NT$ 15,000,000 (included)
~NT$ 30,000,000 (excluded)


NT$ 30,000,000 (included)
~NT$ 50,000,000 (excluded)


NT$ 50,000,000 (included)
~NT$ 100,000,000 (excluded)


Over NT$ 100,000,000
Total 4 4
  • Note 1:The names of president and vice presidents should be separately listed, and disclose the summarized the amount of each payment. If the director is also president or vice president, this form and the table 3 should be filled out. (1) or 3. (2).

  • Note 2:To fill in the remuneration, job allowance and severance allowance of president and vice presidents.

  • Note 3:To list of the various bonuses, incentives, transport allowances, special allowances, various allowances, dormitory, car and other supplies and other remuneration of president and vice president of the most recent fiscal year. In the case of the provision of housing, motor vehicles and other means of transport or exclusive individuals ‘expenses, the nature and cost of the assets, the actual or at a fair market price, rent, petrol and other payments should be disclosed. If driver is provided, take note to state the salary of the driver paid by the company, and this payment shall not be included in the remuneration. According to IFRS 2 "Share-based Payment", the salary expenses recognized should include obtaining employee stock option certificate, restricted employee share and participating in capital increase shares, etc. Those payments should also be included in the remuneration

  • Note 4:To list the amount of compensation (including stocks and cash) assigned to president and vice president by board of directors in the most recent fiscal year. For those who are not able to make an estimation, shall propose the calculation based on the actual distribution of previous year, and fill up table 11-3.

  • Note 5:The total amount of remuneration paid by all companies shown in the consolidated report (including the Company) to president and vice president of the Company should be disclosed.

  • Note 6:The total amount of remuneration the company paid to president and vice president, the names of the general manager and the deputy general manager should be revealed in the respective range of remuneration.

  • Note 7:The total amount of remuneration paid by all companies shown in the consolidated report (including the Company) to president and vice president of the Company should be disclosed.

  • Note 8:After-tax net profit refers to the net profit after tax in the most recent fiscal year; if the international financial reporting standard has been adopted, the net profit after tax is the net profit after tax of individual or individual financial report in the most recent fiscal year.

  • Note 9:(1)This column should clearly state the amount of remuneration president and vice president received from the transfer of investment in the subsidiary or the parent company. (If there is no such situation, please fill in "none").

  • (2)If president and vice president of a company receive remuneration from a subsidiary other than an investment enterprise or the parent company, the remuneration received should be merged into column I of the remuneration table, and rename that column as "parent company and all investment business".

  • (3)Remuneration refers to the remuneration and compensation (including remuneration of employees, directors or supervisors) paid to president and vice president who are also the directors, supervisors or other managers of the parent company and the

20

investment business and other subsidiary, and business execution expenses of the directors, supervisors or managers.

  • 3-3-6.Disclosure of the remuneration of the top five executives individually:the Company does not has such situation of (1) of 3-3-1 and (5) of 3-3-1 in 2020, so no disclosure is required.

21

3-3-7.The 2019 employee profit sharing granted to the management team.

December 31,2020 NT$ thousands

Title Name Stock
dividends
Amount
Cash:
dividends
Amount
Total Proportion of total
amount to net profits
after tax(%)
Managers President Shih-ChungFeng 0 0 0 0.00%
Vicepresident Ching-LiangYu
Vicepresident Yamamoto Hidetsugu
Senior Assistant General Manager Chin-Wen Chen
Senior Assistant General Manager Chao-Wen Chang
Senior Assistant General Manager Chun-HungChen
Assistant General Manager Chih-ChingChuang
Assistant General Manager Cheng-Yuan Wu
Assistant General Manager Chun-Hao Wang
Assistant General Manager Rui-Pin Xu
Assistant General Manager Chao-ChingChuang
Financial
officer
Senior Assistant General Manager Hung-Chi Wang

3-3-8.Compare and analyze the total remuneration as a percentage of net income stated in the parent company only financial reports or individual financial reports, paid by this company and by all consolidated entities (including this company) for the most recent 2 fiscal years to each of this company's directors, supervisors, President, and Vice Presidents, and describe the policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its linkage to business performance and future risk exposure:

NT$ thousands

business performance and future risk ex posure: NT$ thousands
Year of
occurrence
Item The Company Consolidated
report
Comparative analysis and
explanation
2019 Remuneration - Director
Supervisor
President and Vice president
Total
13,361
840
9,516
13,361
840
9,516
The reason why the
remuneration of directors,
supervisors, President and
Vice presidents in 2020
accounted for 10.57% of
the net profit after tax,
which was higher than
that of 6.6% in 2019. The
main reason was that The
profit in 2020 decreases
by 55.68% compared to
that in 2019, but most
remuneration came from
the fixed monthly salary.
23,717 23,717
Proportion of total remuneration to net profit after
tax
6.6 6.6
2020 Remuneration - Director
Supervisor
President and Vice president
Total
9,774
470
6,645
9,774
470
6,645
16,890 16,890
Proportion of total remuneration to net profit after
tax
10.57 10.57
Differences Increase
3.97%
Increase
3.97%

Policies, standards and combinations for payment of emoluments, procedures for setting emoluments, and correlations with business performance and future risks: The remuneration of the directors and supervisors of the Company shall be determined by the board of directors in accordance with the provisions of Article 26 of the Articles of Incorporation and in accordance with the general standards of the industry. The directors of the Company are paid for the execution of the company's business. The amount depends on the value of the company's participation in the operation and the value of the contribution. As for the independent directors, the directors' meeting will set a fixed remuneration, and all directors and supervisors will not participate in the company's profit distribution. The standard of manager's remuneration payment depends on the performance of the individual's performance and the contribution to the overall operation of the company, taking into account the market rate. The procedures for paying salary, besides considering the overall operational performance, future industry business risks and development trends, the individual participation and the contribution of the individual

22

performance and contribution to company performance, will be given reasonable compensation. Relevant performance appraisal and reasonableness of remuneration are reviewed by the Remuneration Committee and the Board of Directors, and the remuneration system is reviewed at times, depending on the actual operating conditions and relevant laws and regulations, in order to balance the company's sustainable management and risk control.

3-4.The state of the company's implementation of corporate governance: 3-4-1.The operation of Board of Directors:

(1)There are five board of directors’ meeting(A) held in 2020. The attendance of the directors and supervisors is as follows:

Title Name Actual attendance
B
By proxy
Actual
attendance
Actual
Rate of
Attendance
B/A
Note
Chairman Chun-I Wu
(Representative of Din Wan)
5 0 100% Re-elected
Vice
chairman
Watanabe Masami
(Representative of Koito Manufacturing
Co. Ltd.)
5 0 100% Re-elected
Director ,
Yu-Hsien Wu
2 1 40% Re-elected
Director Ching-Liang Yu
(Representative of Yuan Hong)
2 0 100% Dismissed on June 12, 2020 after
re-election and should attend 2 times.
Director Yamamoto Hidetsugu
(Representative of Koito Manufacturing
Co., Ltd.)
2 0 100% Dismissed on June 12, 2020 after
re-election and should attend 2 times.
Director Konagaya Hideharu (Representative of
Koito Manufacturing Co., Ltd.)
1 1 33% Newly assigned on June 12, 2020 after
re-election and should attend 3 times.
Director Yamamoto Kakuya
(Representative of Koito Manufacturing
Co., Ltd.)
1 1 20% Re-elected
Director Cheng-Yuan Wu
(Representative of Yuan Hong)
2 0 100% Dismissed on June 12, 2020 after
re-election and should attend 2 times.
Director Cheng-Yuan Wu 3 0 100% Newly assigned on June 12, 2020 after
re-election and should attend 3 times.
Independen
t director
Wan-I Wu 5 0 100% Re-elected
Independen
t director
Hsiu-Fon Chen 3 2 60% Re-elected
Independen
t director
Ze-Xiang Ting 3 0 100% Newly assigned on June 12, 2020 after
re-election and should attend 3 times.
Supervisor Bor-Wen Kerng
(Representative of Guo Qi Min)
1 0 50% Dismissed on June 12, 2020 after
re-election and should attend 2 times.
Supervisor Konagaya Hideharu 0 0 0% Dismissed on June 12, 2020 after
re-election and should attend 2 times.
Supervisor Chien Lin
(Representative of Yih Heng)
0 0 0% Dismissed on June 12, 2020 after
re-election and should attend 2 times.
The attendance of the independent directors attending the board of directors’meeting in 2020: The attendance of the independent directors attending the board of directors’meeting in 2020: The attendance of the independent directors attending the board of directors’meeting in 2020: The attendance of the independent directors attending the board of directors’meeting in 2020:
Date of Board of Directors’ meeting Wan-I Wu Hsiu-Fon Chen Ze-XiangTing
2020.03.06 Attended inperson By proxy Not applicable
2020.05.12 Attended inperson Attended inperson Not applicable
2020.06.22 Attended inperson Attended inperson Attended inperson
2020.08.06 Attended inperson Attended inperson Attended inperson
2020.11.12 Attended inperson By proxy Attended inperson
  • (2)Other noteworthy matters:

①If the board of directors operates under any of the following circumstances, it

23

shall state the date, period, content of the proposal, the opinions of all independent directors and the company's handling of the opinions of independent directors: ❶Matters listed in Article 14.3 of the Securities and Exchange Act:

Board of Directors
Date and session
Article 14.3 of the Securities and Exchange Act
Matters as listed
Independent
director
opinion
The Company's response
to the opinions of
independent directors
March 6, 2020
(15th session the 14th
meeting)
1. Salary and Remuneration Committee
proposal recognition
No objection or
reserved opinion
Not applicable
2. Nomination of 3 independent directors No objection or
reserved opinion
Not applicable
3. Revision of the company's regulations
- Company policy
- Procedures for acquiring or disposing of
assets
- Management for loaning funds to others
- Management for endorsement guarantee
- Internal control system – share affairs
- Internal control system – procedures for
preparing financial statements
- Internal control system – procedures for
accounting professional judgment,
accounting policy and estimating
changes
No objection or
reserved opinion
Not applicable
4. Donation of related party. No objection or
reserved opinion
Not applicable
May 12, 2020
(15th session the 15th
meeting)
None None Not applicable
June 22, 2020
(16th session the 1st
meeting)
1. Salary and Remuneration Committee
Appointment
No objection or
reserved opinion
Not applicable
2. Resignation and appointment of Vice
General Manager
No objection or
reserved opinion
Not applicable
Aug 6, 2020
(16th session the 2nd
meeting)
None None Not applicable
Nov 12, 2020
(16th session the 3rd
meeting)
None None Not applicable

❷Other than the preceding matters, written record of the objection or retained opinion of the independent directors:No such situation.

②When the directors evade due to conflict of interests, the directors shall state the name of the directors, the content of the proposal, the reasons for the avoidance of interests and the participation in the voting, as shown in the following table. If the motion concerns the interest of any directors present during the meeting of the board, the master of ceremony will once again remind the involved parties to evade the meeting (the directors, independent directors, managers and other attendees and those present) before the motion is read out.

Board of Directors
Date and session
Content of Motion Name of directors Reason for avoidance Participation in voting
March 6, 2020
(15th session the
14thmeeting)
Discussion for the
directors and managers
the year-end bonuses of
2019 and the
remuneration for 2020
Chun-I Wu,
Ching-Liang Yu,
Cheng-Yuan Wu,
Yu-Hsien Wu
The content of the
motion involves the
annual salary of 3
persons, and the director
Yu-Hsien Wu and the
chairman Chun-I Wu are
second-degree relatives.
All four persons evaded
during discussion and
voting, and did not act as
other agents to exercise
their voting rights. The
case was approved by the
chairman in consultation
with all other attending
directors except for those
directors evaded in
accordance with the

24

regulations.
Donation to related party
of Wu Jinmao Memorial
Culture and Education
Foundation
Chun-I Wu,
Yu-Hsien Wu
The chairman of the
related party is the same
person as Chun-I Wu,
and the director
Yu-Hsien Wu and the
chairman Chun-I Wu are
second-degree relatives.
Both persons have evaded
during discussion and
voting, and have not acted
as an agent to exercise
voting rights. The case was
approved by the chairman
of the company, except for
the other directors who
evaded during the
discussion and voting.
Nomination of 3
independent directors
Wan-I Wu,
Hsiu-Fon Chen
Two independent
directors (Wan-I Wu and
Hsiu-Fon Chen ) are the
same people as the
nominees.
Wan-I Wu (and
representing Hsiu-Fon
Chen) have evaded during
discussion and voting. The
case was approved by the
chairman of the company,
except for the other
directors who evaded
during the discussion and
voting.
May 12, 2020
(15th session the
15thmeeting)
None None None Not applicable
June 22, 2020
(16th session the 1st
meeting)
Salary and Remuneration
Committee Appointment
Wan-I Wu,
Hsiu-Fon Chen
Two independent
directors (Wan-I Wu and
Hsiu-Fon Chen) are the
same people as the
appointees.
Both persons have evaded
during discussion and
voting, and have not acted
as an agent to exercise
voting rights. The case was
approved by the chairman
of the company, except for
the other directors who
evaded during the
discussion and voting.
Resignation and
appointment of Vice
General Manager
Cheng-Yuan Wu Cheng-Yuan Wu is the
same person as the
appointee.
Cheng-Yuan Wu has
evaded during discussion
and voting, and has not
acted as an agent to
exercise voting rights. The
case was approved by the
chairman of the company,
except for the other
directors who evaded
during the discussion and
voting.
Aug 6, 2020
(16th session the
2ndmeeting)
None None None Not applicable
Nov 12, 2020
(16th session the
3rdmeeting)
None None None Not applicable

③Public listing and OTC companies should disclose information on the evaluation on the board of directors, such as the evaluation cycle, period, scope, methods, and contents. The executed situations should be listed in the attached table 2-2:

The Company passed the performance evaluation method for the board of directors in the board of directors’ meeting on November 12, 2020. In the first quarter of 2021, the Company handled the self-evaluation or peer evaluation for board members and committee. The results were reported on the board of directors’ meeting on March 24, 2021.

25

Item Description Note
Evaluation
cycle
Once every year
Evaluation
period
From re-election on June 12, 2020 to December 31, 2020 Less than one
year due to the
re-election of
directors
Evaluation
scope
Evaluation for the overall board of directors and individual board member
Evaluation
method
Including self-evaluation or peer evaluation for board members and
committee
Evaluation
content
Overall board of directors:
1.Participation in the company’s operations
2.Quality of the board’s decision-making
3.Compostion and structure of the board
4.Election of the board directors and continuing education
5.Internal control
Individual board member:
1.Understanding of company’s goals and tasks
2.Awareness of directors’ duties
3.Participation in the company’s operations
4.Internal relationship management and communication
5.Expertise of the board directors and continuing education
6.Internal control
  - ④Evaluation of the implementation of the objectives in strengthening the functions of the board of directors in the current year (such as the establishment of an auditing committee, improving information transparency, etc.): ❶Strengthening the functions of the board of Directors

        - ⒶThe company provides real time information on various courses (such as corporate governance studies) organized by the China Corporate Governance Association or relevant organizations to the board of directors for further study, so as to enhance their professional skills for corporate governance.

        - ⒷThe Company established the Code of Practice for Corporate Governance and the Code of Practice for Corporate Social Responsibility in March 2017.

        - ⒸIn order to strengthen the independence operation of the Board of Directors, the Company has established three independent directors and consisting the auditing committee in June 2020, namely Mr. Wan-I Wu, Mrs. Hsiu-Fon Chen and Mr. Ze-Xiang Ting. The three independent directors all have relevant professional knowledge of accounting and financial analysis and can give advice to the Board regarding business, internal control and finance.

        - ⒹThe Company established organization regulations for the auditing committee in June 2020.

        - ⒺThe Company established performance evaluation method for the board of directors in November 2020.

     - ❷To improve information transparency:

        - ⒶThe Company entrusts Deloitte Touche Tohmatsu Limited to certify on a regular basis. The information required by the decree can be disclosed in a correct and timely manner, and a designated person is responsible for the collection and disclosure of company information.

        - ⒷThe Company has established a spokesperson and acting spokesperson system to ensure that all major information can be promptly disclosed.

        - ⒸThe Company's website has set up a stakeholder area which links to the public information observatory for shareholders and stakeholders to refer to the financial business of the company.
  • 3-4-2A.The operation of the Auditing Committee:

  • (1)Information regarding the operation of the Auditing Committee:The Company established the auditing committee on June 12 2020 to replace supervisors. ①Authorities and annual work tasks of the Auditing Committee.

26

ⒶAdoption or amendment of an internal control system pursuant to Article 14-1.

ⒷAssessment of the effectiveness of the internal control system.

ⒸAdoption or amendment, pursuant to Article 36-1, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.

ⒹA matter bearing on the personal interest of a director.

ⒺA material asset or derivatives transaction.

ⒻA material monetary loan, endorsement, or provision of guarantee.

ⒼThe offering, issuance, or private placement of any equity-type securities.

ⒽThe hiring or dismissal of an attesting CPA, or the compensation given thereto.

ⒾThe appointment or discharge of a financial, accounting, or internal auditing officer.

  • ⒿAnnual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the chairperson, managerial officer, and accounting officer.

  • ⓀAny other material matter so required by the company or the Competent Authority.

  • ②The auditing committee held 2 meetings(A) in 2020 and the attendance is as follows:

Title Name Actual
attendance
B
By proxy
Times
Actual
Rate of Attendance
B/A
Note
Independent director Wan-I Wu 2 0 100%
Independent director Hsiu-Fon Chen 1 1 50%
Independent director Ze-Xiang Ting 2 0 100%

③Other noteworthy matters:

  • ❶If the operation of the auditing committee encounters one of the following circumstances, the date, session, content of the proposal, the resolution of the audit committee, and the company's handling of the audit committee’s opinions shall all be stated.

  • ⒶMatters listed in Article 14-5 of Securities and Exchange Act. After the establishment of the auditing committee on June 12 2020 to December 31 2020, two meetings of auditing committee were held. The contents of the resolutions are as in below chart. The auditing committee passed without objection to the matters listed in Article 14-5 of the Securities and Exchange Act.

Auditing
Committee’s
meeting
Date and
session
Content of
proposal
Listed in
Article 14-5 of
the Securities
and Exchange
Act.
Auditing Committee
The resolution of the
proposal
The
company's
handling of
the auditing
committee's
opinion.
Board of
Directors’
meeting
Date and session
Board of
Directors
The
resolution
of the
proposal.
Aug 5, 2020
(1st session
the 1st
meeting)
1. Discussion on
Q2 financial
statements
No Passed without objection
after the chairman’s
consultation
Report to the
board of
directors
Aug 6, 2020
(16th session the
2nd meeting)
Not
applicable
2. Discussion on
internal
auditingreport
No Passed without objection
after the chairman’s
consultation
Report to the
board of
directors
Aug 6, 2020
(16th session the
2ndmeeting)
Not
applicable
Nov 12, 2020
(1st session
the 2nd
meeting)
1. Discussion on
Q3 financial
statements
No Passed without objection
after the chairman’s
consultation
Report to the
board of
directors
Nov 12, 2020
(16th session the
3rdmeeting)
Not
applicable
2. Discussion on
internal
auditingreport
No Passed without objection
after the chairman’s
consultation
Report to the
board of
directors
Nov 12, 2020
(16th session the
3rdmeeting)
Not
applicable

27

  • ⒷOther than the above matters, other matters that have not been approved by the auditing committee but have been approved by more than two-thirds of the directors:No such situation.

  • ❷Implementation of independent directors' avoidance of interest-related proposals, the name of the independent director, content of proposals, reasons for avoidance, participation of the voting shall be stated:No such situation.

  • ❸The communication between independent directors and internal audit supervisors and accountants (including the discussion, methods, and results of the company’s financial and business condition):

  • ⒶSummary of the communication between independent directors and internal audit supervisors (discussion when submitting the internal audit reports, frequency:once a month, 12 times in 2020)

Date of
communication
Method Topics for
communication
Advice from
independent
directors
The company's
handling results
Participants
2020.01.06
2020.01.13
Discussion Report on internal audit
results of Dec 2019.
No advice No comments Independent directors:
Wan-I Wu,
Hsiu-Fon Chen.
Internal audit supervisor:
Chia-Jhen Chen.
2020.02.04
2020.02.10
Discussion Report on internal audit
results of Jan 2020.
No advice No comments Independent directors:
Wan-I Wu,
Hsiu-Fon Chen.
Internal audit supervisor:
Chia-Jhen Chen.
2020.02.26
2020.02.28
Discussion Report on internal audit
results of Feb 2020.
Self-evaluation on
internal audit in 2019.
No advice No comments Independent directors:
Wan-I Wu,
Hsiu-Fon Chen.
Internal audit supervisor:
Chia-Jhen Chen.
2020.04.08
2020.04.16
Discussion Report on internal audit
results of Mar 2020.
No advice No comments Independent directors:
Wan-I Wu,
Hsiu-Fon Chen.
Internal audit supervisor:
Chia-Jhen Chen.
2020.05.05
2020.05.06
Discussion Report on internal audit
results of Apr 2020.
No advice No comments Independent directors:
Wan-I Wu,
Hsiu-Fon Chen.
Internal audit supervisor:
Chia-Jhen Chen.
2020.06.02
2020.06.09
Discussion Report on internal audit
results of May 2020.
No advice No comments Independent directors:
Wan-I Wu,
Hsiu-Fon Chen.
Internal audit supervisor:
Chia-Jhen Chen.
2020.07.01
2020.07.06
2020.07.07
Discussion Report on internal audit
results of June 2020.
No advice No comments Independent directors:
Wan-I Wu,
Hsiu-Fon Chen,
Ze-Xiang Ting.
Internal audit supervisor:
Chia-Jhen Chen.
2020.07.28
2020.08.06
2020.08.06
Discussion Report on internal audit
results of July 2020.
No advice No comments Independent directors:
Wan-I Wu,
Hsiu-Fon Chen,
Ze-Xiang Ting.
Internal audit supervisor:
Chia-Jhen Chen.
2020.09.02
2020.09.04
2020.09.08
Discussion Report on internal audit
results of Aug 2020.
No advice No comments Independent directors:
Wan-I Wu,
Hsiu-Fon Chen,
Ze-Xiang Ting.
Internal audit supervisor:
Chia-Jhen Chen.
2020.10.07
2020.10.12
2020.10.14
Discussion Report on internal audit
results of Sep 2020.
No advice No comments Independent directors:
Wan-I Wu,
Hsiu-Fon Chen,
Ze-Xiang Ting.
Internal audit supervisor:
Chia-Jhen Chen.
2020.11.02 Discussion Report on internal audit No advice No comments Independent directors:

28

2020.11.04 results of Oct 2020. Wan-I Wu, 2020.11.12 Description on internal Hsiu-Fon Chen, audit plan in 2021. Ze-Xiang Ting. Internal audit supervisor: Chia-Jhen Chen.

ⒷSummary of the communication between independent directors and

accountants (discussion on the meeting of board of directors, frequency: once every six months, 2 times in 2020)

Date of
communication
Method Topics for communication Advice from
independent
directors
The company's
handling results
Participants
2020.03.06 Discussion 1.Review the results of the
consolidated and individual
financial statements in 2019.
2.Summary of audit
discrepancies.
3.Summary of key audit matters.
4.Summary of the review on
internal control.
5.Revision on the procedures for
acquiring or disposing assets.
6.Revision on the procedures for
fund lending to others.
7.Revision on the measures for
endorsement guarantee.
8.Revision on the internal control
system.
No advice No comments Independent director:
Wan-I Wu
Accountant:
Chi-Chen Li
Financial officer:
Hung-Chi Wang
2020.08.06 Discussion 1.Review the results of the
consolidated financial
statements for Q2 2020.
2.Summary of audit
discrepancies.
No advice No comments Independent director:
Wan-I Wu,
Hsiu-Fon Chen,
Ze-Xiang Ting.
Accountant:
Chi-Chen Li
Financial officer:
Hung-Chi Wang
  • 3-4-2B.The supervisor's participation in the operation of the board: The Company established the auditing committee on June 12 2020 to replace supervisors.

(1)The board of directors held 2 meetings(A) in 2020 and the attendance is as follows

Title Name Actual
attendance
B
By proxy
Times
Actual
Rate of Attendance
B/A
Note
Supervisor Bor-Wen Kerng
(Representative of Guo Qi Min)
1 0 50% Dismissed after
re-election on
June 12 2020
Supervisor
Konagaya Hideharu
0 0 0%
Supervisor Chien Lin
(Representative of Yi Heng)
0 0 0%

(2)Other noteworthy matters:

  • ①The composition and responsibilities of the supervisor:

  • ❶The communication between the supervisor and the company's employees and shareholders (for example, communication channels, methods):If necessary, the supervisor can directly communicate with the employees and shareholders.

  • ❷Communication between the supervisors and the internal audit supervisor and accountant (for example, communication related the finances and business of the company):

    • ⓐThe auditing supervisor submits an audit report to the supervisors upon completion of the audit the following month, and the supervisors have no objection.

    • ⓑThe auditing supervisors attended the regular board of directors’ meeting and reported on the audit business. The supervisors have no objections.

    • ⓒIf necessary, the supervisors may communicate with the Certified Public accountant.

  • ②When the supervisors have any opinion during the board of directors’ meeting,

29

the minute shall record the date, time of the board meeting, the content of the proposal, the outcome of the resolution of the board of directors and the company's handling of the opinions of the supervisor:

Board of Directors’ meeting
Date and session
The proposal of the supervisor Board of Directors
The resolution of the proposal.
The company's
handling of the
supervisor's opinion.
March 6, 2020
(15th session the 14thmeeting)
The supervisors did not express their
opinions regardingall the motions.
Not applicable Not applicable
May 12, 2020
(15th session the 15thmeeting)
The supervisors did not express their
opinions regardingall the motions.
Not applicable Not applicable

30

3-4-3.Taiwan Corporate Governance implementation as required by the Taiwan Financial Supervisory Commission:

Items Implementation status Taiwan Corporate Governance
implementation as required by the
Taiwan Financial Supervisory
Commission:
Yes No Description of summary
1.Does Company follow “Taiwan
Corporate Governance
Implementation” to establish and
disclose its corporate governance
practices?
V The company has established a code of practice for
corporate governance in March 2017 and disclosed it on the
company's website.
There is no significant difference
from the Code of Practice for
Corporate Governance.
2.Shareholder structure and
shareholders’ right.
(1)Does the company have Internal
Operating procedures for
handling shareholders'
suggestions, concerns, disputes
and litigation matters? If yes,
have these procedures been
implemented accordingly?
(2)Does the company possess a list
of the major shareholders and
beneficial owners of these
major shareholders?
(3)Has the company built and
execute a risk management
system and “firewall” between
the Company and its affiliates?
(4)Has the company established
V
V
V
V
(1)In order to ensure the interests of shareholders, the
company has a spokesperson and acting spokesperson
system to handle the shareholders' suggestions, concerns
and disputes. The litigation matters are referred to the
company's legal counsel.
(2)The major shareholders are in a position to inform the
Company of the increase or decrease of equity, pledge
and decontamination according to the regulations. The
Company also regularly updates the information of the
ultimate controller of the major shareholders and keeps
abreast of its final controller list.
(3)The Company has established appropriate internal risk
control mechanisms and firewalls, pursuant to the rules
for specific companies or groups related business
operations and financial transactions, supervision
measures for subsidiaries, rules of endorsement and
guarantee, loans to others and guidelines for acquisition
or disposition of assets. Business relations between
affiliated enterprises have been evaluated by an
independent third party to prevent violations of unlawful
transactions.
(4)Besides the internal control system, the Company has
(1)There is no significant
difference from the Code of
Practice for Corporate
Governance.
(2)There is no significant
difference from the Code of
Practice for Corporate
Governance.
(3)There is no significant
difference from the Code of
Practice for Corporate
Governance.
(4)There is no significant

31

internal rules prohibiting insider
trading on undisclosed
information?
established operating procedures for the prevention of
insider trading, and has established an ethical code of
conduct in March, 2016, which prohibits insiders from
making personal gains through the use of company
property, information or by virtue of their position.
difference from the Code of
Practice for Corporate
Governance.
3.Composition and responsibilities of
Board of Directors
(1)Has the Company established a
diversification policy for the
composition of its board of
Directors and has it been
implemented accordingly?
V (1)Board of directors:
①The structure of the board of directors:Directors who
concurrently serve as company managers should not
exceed 1/3 of the directors' seats. In order to formulate
a diversified policy based on the operation, operational
style and development, the standard should include but
not limited to the following two major categories:
❶Basic conditions and values of the directors: gender,
age, nationality and culture.
❷Professional knowledge and skills:professional
background (such as law, accounting, industry,
finance, marketing or technology), professional skills
and business experience.
The board of directors should equip with knowledge,
skills and accomplishments required for performing
their duties. In order to achieve the ideal goal of
governance, the overall board of directors should have
below competences:
❶operational judgment
❷operational management
❸industry knowledge
❹international market overview
❺accounting and financial analysis
❻financial laws
②The diversification of the board of directors:
❶Basic conditions and values of the directors:gender,
age, nationality and culture
ⒶThere are 9 directors of the 16th(current) board of
directors. One is female director (independent)
(1)There is no significant
difference from the Code of
Practice for Corporate
Governance.

32

(2)Has the Company establish other functional committees besides the Remuneration Committee and Auditing Committee?

(3)Has the Company set performance assessment rules and methods for the BOD and does it perform this evaluation

(2)Has the Company establish
other functional committees
besides the Remuneration
Committee and Auditing
Committee?
(3)Has the Company set
performance assessment rules
and methods for the BOD and
does it perform this evaluation
V
V
and the percentage of female is 11%, with an
average age at 70. Males take up 89% of the
directors, with an average age at 59. The overall
average age for all directors is 60.
ⒷThere are 3 Japanese directors, which brings
multiculture to the company.
❷Professional knowledge and skills:
ⒶDirectors:
Coming from various professional background
including Applied Chemistry, Yamanashi
University, Japan; Department of Industrial
Chemistry, Shizuoka University, Japan; Faculty of
Science and Engineering, Waseda University;
Loyola Marymount University, USA; Master of
Economics, University of Southern California,
USA.
ⒷIndependent Directors:
Coming from various professional background
including Department of Finance and Taxation,
Chung Hsing University and director of
Accountants and Accounting Firms;
Qualifications for Master of Laws and Lawyers in
Japan and the United States; Managing Director of
the Department of Labor Relations, Chinese
Culture University, the director of Automobile
and Motorcycle Industry.
③Please refer to Note 1 for details of professional
background and competencies of the board of directors.
(2)The Company has set up a remuneration committee in
December, 2011 and established the Auditing Committee
in June 2020. The other functional committees will be set
up depending on future needs.
(2)The Company has not set up
any other functional committee
except the remuneration
committee. It is under planning
and discussion.
(3)The company formulated the performance evaluation
method for board of directors in November 2020. The
performance review for board of directors was conducted
in Q1 2021 and the evaluation results were reported to
  • V (3)The company formulated the performance evaluation (3)There is no significant method for board of directors in November 2020. The difference from the Code of performance review for board of directors was conducted Practice for Corporate in Q1 2021 and the evaluation results were reported to Governance.

33

every year?
(4)Does regularly evaluate the
independence of the Certified
Public Accountant?
V the board meeting in March 2021. In addition, the
evaluation results will be applied to individual directors'
remuneration and nomination renewal reference.
(4)According to the provisions of Article 29, Paragraph 3 of
the “Corporate Governance Best Practice Principles for
TWSE/TPEx”, in December 2020, the Finance
Department of the Company referred to the independence
of Article 47 of the “Certified Public Accountant Act”
and set up an independent evaluation project for
accountants, which includes whether the accountant has
direct or significant indirect financial interest relationship
with the company base on the “Integrity, Justice,
Objectivity and Independence” of the Bulletin 10 of The
Norm of Professional Ethics for Certified Public
Accountant of the Republic of China, whether the
accountant has financing or guarantee behavior with the
company or the directors of the company, whether the
accountant has close business relationship with the
company and potential employment relationship, etc.,
reviewing the independence of the company's appointed
Certified public accountants on different aspects and the
evaluation is found in line with the criteria as set by the
company. This proves that the Certified Public
Accountant is able to serve as the independent accountant
for the company, and the results of this assessment
together with the accountant's resume and independence
statement (not violated The Ethics Code of Bulletin No.
10) is first reported and approved to the Auditing
committee then reported to the Board of Directors in
March of the 2020.
(4)There is no significant
difference from the Code of
Practice for Corporate
Governance.
4.Does the company have a dedicated
unit/staff member in charge of the
Company' corporate governance
affairs (including but not limited to
providing information required for
director/supervisor's operations,
V The chairman's office, general manager's office and finance
department of the company are responsible for handling and
promotion of corporate governance related business, and the
function is managed by the finance manager. The main
responsibilities are as follows:
(1)Comprehensively handling all works related to Board of
There is no significant difference
from the Code of Practice for
Corporate Governance.

34

convening board/shareholder
meetings in compliance with the
law, apply for/change company
registry, and producing meeting
minutes of board/shareholder
meetings)?
Directors’ meeting and remuneration Committee’s
meeting, including providing the information needed by
the directors to perform their business, scheduling of the
agenda, sending of meeting notices, production of
meeting affairs and meeting minutes to facilitate the
process of the meeting.
(2)Handling the shareholder’s meeting related issues:the
annual registration date of the shareholders' meeting shall
be made according to the law and the notice of the
meeting, the handbook and the proceedings shall be filed
before the deadline, and any changes must be registered
after any amendments of the Articles of Incorporation or
the re-election of the directors.
(3)Assist directors on board and continuing education,
provide information necessary for directors to perform
business, assist directors to follow laws and other matters
stipulated by laws and regulations, articles of association
or contracts, etc.
(4)Evaluate and purchase the appropriate "Liability
Insurance for Directors, Supervisors and Managers".
(5)Maintain the investor relationship section of the
company's website.
(6)The company also stipulates standard operating
procedures for “handling the requirements of directors”
to follow.
(7)Review the annual corporate governance evaluation
indicators issued by the Corporate Governance Center.
5.Does the Company have other
important information for better
understanding the Company’s
corporate governance system
(including but not limited to
interests and rights of employees,
care for employees, relation with
investors, relation with suppliers,
relation with interested parties,
V In addition to maintaining good communication with
investors, employees, consumers, suppliers, and distributors
through the Chairman's mailbox, labor conferences,
procurement, finance, and other dedicated units, the
company has set up stakeholder areas on the company's
website. It serves as a conduit for communication with
stakeholders (see note) and is appropriately responded to by
the spokespersons on important corporate social
responsibility issues of concern to stakeholders.
There is no significant difference
from the Code of Practice for
Corporate Governance.

35

continuing education of directors
and supervisors, execution of risk
management policies and risk
measuring standards, execution of
customer policies, liability
insurance for the Company’s
directors and supervisors)?
6.Has the company appointed a
professional stock affairs agency
for shareholders affairs?
V The Company authorized China Trust as stock service
agency to handle shareholder transactions since 1997.
There is no significant difference
from the Code of Practice for
Corporate Governance.
7.Information disclosure
(1)Has the Company established a
corporate website to disclose
information regarding its
finance, business and corporate
governance status?
(2)Does the Company use other
information disclosure to
channels (e.g. Maintaining an
English website, designating
staff to handle information
collection and disclosure,
appointing spokespersons,
webcasting investors
conference etc)?
(3)Does the company announce
and declare the annual financial
report within two months after
the end of the fiscal year, and
announce and declare the first,
second, and third financial
reports and the monthly
V
V
V (1)The Company discloses its financial, business and
corporate governance information on its website.
(2)The company adopts other methods of information
disclosure:
①The company has set up an English website.
②The Company has dedicated a person responsible for
the collection and disclosure of company information.
③The Company has established the spokesperson
system, one spokesperson and an acting spokesperson
as required by the regulations. The communication
channel of the spokesperson is very smooth, and the
shareholders can call or write to express their opinions
or inquiries about the company's business.
④Has disclosed the information of the investor
conference on the website.
(3)The Company publishes and declares relevant financial
reports and operating conditions for each month in
accordance with the relevant regulations of the competent
authority. It is also expected that through the coordinated
efforts of various departments and the strong cooperation
of accounting firms, the announcement and declaration of
the annual financial report within two months after the
(1)There is no significant
difference from the Code of
Practice for Corporate
Governance.
(2)There is no significant
difference from the Code of
Practice for Corporate
Governance.
(3)There is no significant
difference from the Code of
Practice for Corporate
Governance.

36

operating results within the
prescribed time limit?
end of the fiscal year will be the main goal of the
Company. It is expected to give shareholders and
investors transparent and rapid financial information.
8.Does the Company have other
important information for better
understanding the Company’s
corporate governance system
(including but not limited to
interests and rights of employees,
care for employees, relation with
investors, relation with suppliers,
relation with interested parties,
continuing education of directors
and supervisors, execution of risk
management policies and risk
measuring standards, execution of
customer policies, liability
insurance for the Company’s
directors and supervisors)?
V Other important information for better understanding the
company governance:
(1)Maintenance the Interests and rights of employees:
①Handle employee health insurance and labor insurance,
and provide group insurance for employees (medical
insurance and accident insurance) at no cost.
②In 2020, provided the staff with free health checkups
and arranged inspection at the factory by the Tainan
Municipal Hospital.
③Provide relevant medical counseling to employees by
arranging doctors to station in the factory on a monthly
basis.
④Establish a staff welfare committee to handle various
employee benefits (such as emergency assistance,
wedding and funeral celebrations, and bonuses for
three festivals).
⑤Funding for the activities of the Colleague Badminton
and Basketball Club in 2020.
⑥Provide the colleagues free flu vaccine injection.
⑦Sign up special domestic stores and to provide
complete and high-quality consumer information to the
colleagues.
⑧A monthly pension is provided in accordance with the
law.
⑨Enhance the professional knowledge of employees and
provide on-the-job training for employees.
⑩To avoid the hardships of travelling, free dormitory are
provided for employees whom stay far away.
⑪To guarantee the basic human rights of female
employees, measures for sexual harassment prevention,
appeal and punishment were set up in 2004.
⑫To create a friendly workplace environment, a special
room is allocated for breast feeding (or collection milk)
There is no significant difference
from the Code of Practice for
Corporate Governance.

37

for female employees. ⑬To uphold the health of non-smoking colleagues, smoking is completely banned in the factory, and only designated places are allowed for smoking. ⑭A labor-management meeting is held every two months in 2020 to coordinate labor-management relations and to promote labor-management cooperation. (2)Investor Relations:the stakeholders’ area was set up on the website to specifically deal with shareholder proposals. (3)Supplier Relationship: good relations with suppliers are maintained at all times, no disputes and no litigations. It also has a friendship club for organizing fellowships, dinners and golf every year. (4)Relations with stakeholders: stakeholders shall communicate with the Company and put forward proposals to protect their due legal rights and interests. (5)Status of the annual training for directors and supervisors in 2020:please see note 2 for details. (6)Execution of risk management policy and risk measuring standards:various internal regulations are established legally for various risk management and evaluation. (7)Execution of customer policies:stable and good relations with customers are maintained with the view of creating profits. (8)Liability insurance for the Company’s directors and supervisors:liability insurance for directors and supervisors will be covered by end of June, 2020. (9)Information Security Risk Management: The Company takes necessary measures to prevent the leakage or destruction of confidential files, ensures the level of security requirements for various information operations, ensures continuous operation and reduces operational losses to the lowest. All actions comply with relevant laws and regulations,

38

  • consider the Company's objectives, maintain the security of confidential information, protect important information of the Company,The company's information security policies as follows: ①Should meet the requirements of laws and contracts. ②Maintain the integrity and availability of information. ③Restrict access to confidential information. ④Ensure that authorized users can access files and resources.

  • ⑤Prevent unauthorized use. ⑥Prevent accidents from endangering hardware, software and other resources.

  • ⑦Prevent incidents of deliberate destruction of hardware, software and other resources.

  • ⑧Prevent inappropriate use of network resources. Security risk analysis and specific management plan: (please refer to Note 4 for details)

  • Please specify the measures adopted by the Company to improve the items listed in the corporate governance review result from Taiwan Stock Exchange's Corporate Governance Center and the improvement plans for items yet to be improved: ▲Improved situation in 2019 TWSE Evaluation results: Indicator 1.1:Did the articles of incorporation of the company adopt the candidate nomination system for election of all directors/supervisors? (If the company nominated an independent director who has already served for three consecutive terms, the reasons for continuing to nominate the candidate shall be fully and accurately disclosed on the Market Observation Post System (MOPS))? The improvement:The company amended the articles of incorporation in the 2020 shareholders’ meeting to regulate the use of candidate nomination system for election of all directors. Indicator 1.8:Did the company provide its annual report 14 days prior to the day of the AGM? The improvement:The company uploaded the annual report 16 days prior to the shareholders' meeting in 2020. Indicator 2.4:Is it true that there were no more than two directors having a relationship of spouse or of kinship within the second degree? The improvement:The company re-elected the directors in the shareholder’s meeting in 2020 and currently only two directors having a relationship of spouse or of kinship within the second degree. Indicator 2.10:Did the company have an Audit Committee in compliance with regulations? The improvement:The Company set up the Auditing Committee with three independent directors to replace supervisors after the re-election in the shareholder’s meeting in 2020. Indicator 2.22:Have the rules adopted by the company for assessing the performance of the board of directors been passed by the board, and has it furthermore carried out self-assessment at least once a year, and disclosed the assessment results on its website or in its annual report?

39

The improvement:The board of directors passed performance evaluation method in November 2020 and implemented the evaluation in Q1 2021. The results of evaluation were reported to the meeting of board of directors in March 2021 and disclosed in the annual report.

Indicator 3.17:Did the company website disclose information related to the company's finances, business and corporate governance? The improvement:The company website disclosed information related to the company's finances, business and corporate governance.

Indicator 4.14:Did the company disclose on its website or in its annual report the identities, issues of concern to, channels of communication with, and means for responding to, stakeholders that it has identified?

The Improvement:The company disclosed on its website or in its annual report the identities, issues of concern to, channels of communication with, and means for responding to, stakeholders that it has identified. ▲Suggestions and measures for priority improvement

Indicator 1.9:Did the company simultaneously provide the Chinese and English versions of the meeting notice 30 days prior to the day of the AGM?

Proposed improvement:The company will simultaneously provide the Chinese and English versions of the meeting notice 30 days prior to the day of the AGM in 2021. Indicator 2.19:In the year being evaluated, did the average rate of actual attendance of all directors at board meetings reach 80% or more? Proposed improvement:The company will encourage directors who are not able to attend the board meetings to join via videoconference in 2021. Indicator 2.20:Were at least two independent directors personally in attendance at each board meeting of the company?

Proposed improvement:The company will invite at least two independent directors personally in attendance at each board meeting. Indicator 2.25:Did all of the company's independent directors complete the number of hours of continuing education required by the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies? Proposed improvement:The company will provide courses for the company's independent directors complete the number of hours of continuing education required by the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and TPEx Listed Companies.

40

Note 1:The implementation of the company's board of directors’ diversified policy is as follows

Core items for diversity Core items for diversity Nationality gender Age Business
Judgment
Management Industry
Knowledge
International
Market vision
Financial
analysis
Financial
Law
Chairman Chun-I Wu ROC Male 78 V V V V
Vice Chairman Watanabe Masami Japan Male 67 V V V V
Director Yu-Hsien Wu ROC Male 48 V V V V
Director Yamamoto Kakuya Japan Male 54 V V V V V V
Director Konagaya Hideharu Japan Male 58 V V V V V V
Director Cheng-Yuan Wu ROC Male 39 V V V V
Independent Director Wan-I Wu ROC Male 68 V V V V
Independent Director Hsiu-Fon Chen ROC Female 70 V V
Independent Director Ze-XiangTing ROC Male 62 V V V V V V

Note 2:Status of education and training for directors and supervisors:

Name of director/supervisor Date Organizer Course Hours
Chairman : Chun-I Wu 2020/01/16
Taiwan Corporate Governance Association
Global Trend Analysis - Risks and Opportunities 3
2020/11/06 Taiwan Corporate Governance Association Responsibilities of Directors and Supervisors under Corporate
Governance and Cases and Corporate Social Responsibilities
3
Director : Yu-Hsien Wu 2020/01/16 Taiwan Corporate Governance Association
Global Trend Analysis - Risks and Opportunities
3
2020/11/06 Taiwan Corporate Governance Association Responsibilities of Directors and Supervisors under Corporate
Governance and Cases and Corporate Social Responsibilities
3
Independent director : Wan-Yi Wu 2020/09/24 Taiwan Stock Exchange Corporation (TWSE)
2020 Annual Seminar on Prevention of Insider Trading and Insider
Equity Trading Publicity
3
Independent director :Hsiu-Fon Chen 2020/10/14 Taiwan Stock Exchange Corporation (TWSE)
2020 Annual Seminar on Prevention of Insider Trading and Insider
Equity Trading Publicity
3
Independent director :Ze-Xiang Ting 2020/09/25 Taiwan Stock Exchange Corporation (TWSE)
2020 Annual Seminar on Prevention of Insider Trading and Insider
Equity Trading Publicity
3
2020/10.22 CPA Associations R.O.C. (Taiwan)
2020 Tax Symposium
3
2020/11/24 CPA Associations R.O.C. (Taiwan) Case Study on Administrative Remedy 3

Note 3:Stakeholder communication

Note 3:Stak eholder communication
Identification Important issues Communication channels, response methods and
communication frequency
Unit responsible for feedback
Shareholders/investors Corporate Governance
Investment plan
Shareholder participation
Operational performance
1. Announce revenue monthly and financial status quarterly.
2. Regularly conduct legal person briefing sessions or online
legal briefing sessions
3. Hold annual shareholders’ meeting and publish annual
report
4. Irregularly receive visits from domestic and foreign legal
persons and analysts
Spokesperson: Hung-Chi Wang Senior Assistant Manager
Telephone: 06-2615151 # 220
Email: [email protected]

41

5. Set up stock affairs and investor relations windows for
communication
Employees Living environment
Working environment
Labor-employer Relations
Physical and mental health
1. Human Resource Department (irregularly)
2. The Staff Welfare Committee meeting and the Safety and
Health Committee meeting (once every 2 months)
3. Company internal website (irregularly)
4. Company assembly (once a quarter)
5. Set up emergency relief funds, marriage and funeral /
hospitalization condolence funds, etc. on the employee
welfare committee to release the interaction and caring
with employees.
HR manager: Chun-han Tsai
Telephone: 06-2615151 # 217
Email: [email protected]
Customers Product and service quality
Product price competitiveness
Fulfillment on the delivery date
Customer relationship management
Customer privacy protection

1. Telephone (not regular)
2. Email(not regular)
3. Customer visit or factory audit)(not regular)
Sales manager: Chiung-Lun Wang Assistant Manager
Telephone: 06-2615151 # 376
Email: [email protected]
Supplier
Management of Suppliers
Product quality and safety
Operational status
1. Customer visit or factory audit)(not regular)
2. Telephone (not regular)
3. Email(not regular)
4. Yi-you Club Conference and Collaborative Factory
Symposium (Once every year)
Procurement manager: Cheng-Yuan Wu Assistant Manager
Telephone: 06-2615151 # 245
Email: [email protected]

Note 4:The risk analysis on information technology security and specific management procedures:

Assets Risk Analysis Risk Analysis Specific Management Plan
Important hardware and
software systems
System / software vulnerabilities The system is hacked Perform system bug patching
No system backup Reply process and time is too long Virtualize the system and create backups on different hosts
No data backup Data corruption Regular backupof important data
No strict account control Unauthorized use of data stolen Account passwords need to be increased in complexity and need to be
changed regularly
Natural disaster System corruption Build a backupsystem offsite
Personal computer Operating system vulnerabilities The system is hacked Use system update service to cooperate with software system security
update
Computer Virus Computer virus infection Centralized anti-virus system, update virus code at any time, scan
regularly,monitor virus events and eliminate events
Enterprise Application
System
Permissions are not regularly
checked
Unauthorized access to information Regularly review user permissions
The program is not rigorously
tested
Information error Program modification has rigorous operation flow
Employees Insufficient securityconcept Computer virus infection Irregularpromote information securityconcept

42

3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
3-4-4.The duties, operation and composition of the remuneration committee:
(1)Establishment of the committee:The Company has set up a remuneration
committee on December 26, 2011, and has adopted the “Regulations for the
Organization of Salary Compensation Committee”.
(2)Information on the members of the 4th Committee:
Identity
(Note 1)
Conditions Have more than five years of work
experience and the following professional
qualifications
In line with independence
(Note 2)
The number
of public
companies
the member
of the
remuneration
committee is
concurrently
serving
Note
Name An instructor
or higher in a
department
of commerce,
law, finance,
accounting,
or other
academic
department
related to the
business
needs of the
company in a
public or
private junior
college,
college, or
university
A judge,
public
prosecutor,
attorney,
certified
public
accountant,
or other
professional
or technical
specialist
who has
passed a
national
examinatio
n and been
awarded a
certificate
in a
profession
necessary
for the
business of
the
company
Have work
experience in
the area of
commerce,
law, finance,
or
accounting,
or otherwise
necessary for
the business
of the
company
1 2 3 4 5 6 7 8 9 10
Independent
director
Wan-I Wu v v v v v v v v v v v 0
Independent
director
Hsiu-Fon Chen v v v v v v v v v v v v v 0
Others Mei-Ling Zhou v v v v v v v v v v v 0
  • Note 1:Please fill in as a director, independent director or others.

  • Note 2:Any members during the previous two years being elected and during the term of office, meets any of the following situations, please tick the appropriate corresponding boxes:

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

  • (2)Not a director and supervisor of the Company or affiliated companies (it does not apply in case where the person is an independent director of the Company and its parent company, subsidiary company or subsidiary of the same parent company according to this law or local laws)

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

  • (4)Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph (1) above or any of the persons in the preceding subparagraphs (2) or (3).

  • (5)Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act.

  • (6)Not a director, supervisor, or employee of that other company if a majority of the company's director seats or voting shares and those of any other company are controlled by the same person. (it does not apply in case where the person is an independent director of the Company and its parent company, subsidiary company or subsidiary of the same parent company according to this law or local laws);

43

  • (7)Not a director (or governor), supervisor, or employee of that other company or institution if the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses. (it does not apply in case where the person is an independent director of the Company and its parent company, subsidiary company or subsidiary of the same parent company according to this law or local laws)

  • (8)Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company ((but it does not apply to specific companies hold 20 percent or more and no more than 50 percent of the total number of issued shares of the public company and in case where the person is an independent director of the Company and its parent company, subsidiary company or subsidiary of the same parent company according to this law or local laws)

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

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

(3)Committee duties:

  • ①Establish and regularly review the policies, systems, standards and structures for performance evaluation and salary remuneration of directors, supervisors and managers.

  • ②Regularly assess and determine the salary remuneration of directors, supervisors and managers.

  • (4)Information regarding the operation of the Remuneration Committee:

  • ①The remuneration committee comprised of 3 members.

  • ②The term of office of the current members: June 22, 2020 to June 11, 2023.

  • ③The remuneration committee held 3 meetings (A), the qualifications and the attendance is as follows:

Title Name Actual
attendance
B
By
proxy
Actual Rate of
Attendance
B/A (Note)
Note
Convener Wan-I Wu 3 0 100% On June 22 2020, the board of
directors appointed the 4th
remuneration committee and all
three members were re-elected..
Committee member Hsiu-Fon Chen 3 0 100%
Committee member Mei-LingZhou 3 0 100%

Other noteworthy matters:

  • 1.When the Board of Directors does not adopt or amend the recommendations of the Remuneration Committee, it shall state the date and time of the Board of Directors, 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 Remuneration Committee (e.g. the salary remuneration approved by the Board of Directors is better than the recommendations of the Remuneration Committee) , should explain the difference and the reasons):
Board of Directors
Date and session
The
Remuneration
Committee
Content of Motion and the
follow up
The resolution of the
proposal.
The salary passed by
the board of
directors is better
than the
recommendations
made by the
remuneration
committee.

44

2020.03.06
(15th session the
14thmeeting)
2020.01.10
(3rd session the
6thmeeting)
1. Discussion of the year-end
bonuses for the directors
and managers for 2019
and the annual
remuneration for 2020.
2. Discussion of the
distribution of
compensation for 2020
1. Chun-I Wu, Ching-Liang
Yu and Cheng-Yuan Wu
have their own interests
in this case. In addition,
director Yu-Hsien Wu
and Chairman Chun-I Wu
are the second degree
blood relatives. All four
of them avoided during
the discussion and
voting, and did not act as
proxy for other directors.
The Committee chairman
consulted the presenting
directors, except for
avoiding directors, and
passed the case without
objection.
2.The Committee chairman
consulted the presenting
directors and passed the
case without objection.
No differences
2020.08.06
(16th session the
2ndmeeting)
2020.08.05
(4th session the
1stmeeting)
Discussion of retired
manager's pension payment

The Committee chairman
consulted the presenting
directors and passed the
case without objection.
No differences
2020.11.12
(16th session the
3rdmeeting)
2020.11.11
(4th session the
2ndmeeting)
Discussion of the
Performance Evaluation
Method of Directors

The Committee chairman
consulted the presenting
directors and passed the
case without objection.
No differences

2.The resolution of the Remuneration Committee, if the member has objections or reservations and has a record or written statement, shall state the date, session, content of the proposal, the opinions of all members and the treatment of the members' opinions:

The remuneration
committee
Date and session
Content of Motion and the follow up The resolution of the
proposal.
The Company's
response to the
opinions of
remuneration
committee
2020.01.10
(3rd session the 6thmeeting)
1.Discussion of the year-end bonuses
for the directors and managers for
2019 and the remuneration for 2020.
2. Discussion of the distribution of
compensation of employees for
2020.
All directors passed the
proposal
Brought to the board
of directors and all
directors passed the
proposal.
2020.08.05
(4th session the 1stmeeting)
Discussion of retired manager's
pension payment
When discussing and voting
for this case, the general
manager and chief financial
officer have been invited to
leave the meeting first, and
then after discussion by all
the presenting directors, the
Committee chairman
consulted the presenting
directors again and passed
the case without objection.
Brought to the board
of directors and all
directors passed the
proposal.
2020.11.11
(4th session the 2ndmeeting)
Discussion of the Performance
Evaluation Method of Directors
When discussing and voting
for this case, the general
manager and chief financial
officer have been invited to
leave the meeting first, and
then after discussion by all
the presenting directors, the
Committee chairman
consulted the presenting
directors again and passed
the case without objection.
Brought to the board
of directors and all
directors passed the
proposal.

45

Note:

  • (1)If the any member of the remuneration committee quit before the end of the year, the date of resignation shall be indicated in the remarks column. The actual attendance rate (%) shall be calculated based on the number of meetings of the remuneration committee during their employment and their actual attendance.

  • (2)Before the end of the year, if the remuneration committee is re-elected, the members of the new and old remuneration committees shall be filled in, and indicate the member is new or old, and also indicate if the member is newly elected or re-elected and the re-election date. The actual attendance rate (%) shall be calculated based on the number of meetings of the remuneration committee during their employment and their actual attendance.

46

3-4-5.Fulfillment of social responsibility:

3-4-5.Fulfillment of social responsibi lity:
Items Implementation status Differences and Causes of
Corporate Social Responsibility
Codes with Listed Companies
Yes No Description of summary
1.Does the company conduct risk
assessments on environmental, social and
corporate governance issues related to the
company's operations in accordance with
the principle of materiality, and formulate
relevant risk management policies or
strategies? (Note 1)
V The company conducts risk assessments on environmental,
social and corporate governance issues related to the
company's operations in accordance with the principle of
materiality, and formulates relevant risk management
policies or strategies (Note 2)。
There is no major difference
from the code of practice on
corporate social responsibility for
listed company.
2.Does the company set up a full-time
(part-time) unit that promotes corporate
social responsibility? Does the board of
directors authorizes the senior
management to handle the issue and report
the handling situation to the board
meeting?
V The Company has been committed to maintain the rights
and interests of all interested parties for a long time. At the
same time, the Company incorporates the practice of
corporate social responsibility into the daily operations and
management to fulfill corporate social responsibility. The
Company has formulated the "Code of Practice for
Corporate Social Responsibility" as the basis to promote the
operation of corporate social responsibility.
The promotion of corporate social responsibility of the
company is mainly responsible by the general manager's
office, the chairman's office, and the safety and health room
and been overall planned and managed by the financial
director. The responsible unites supervise various relevant
corporate governance standards, human resource system
planning, participating in social welfare, formulating
company safety, environmental protection, and energy
conservation measures, implementing the progress and
promoting performance of relevant government energy
saving and carbon conservation plans.
The performance and implantation results for corporate
social responsibility for 2020 as follows:
(1)Strengthen corporate governance and enhance company
performance to increase shareholders' rights.
(2)Committed to researching and developing green design
products, and developing / using low-pollution raw
There is no major difference
from the code of practice on
corporate social responsibility for
listed company.

47

materials to reduce the impact on the environment.
(3)Save energy, recycling material, use energy efficiently,
and prevent pollution.
(4)Enhance the environmental awareness and ability of
employees and suppliers actively.
(5)Protect employees' rights and benefits, and encourage
employees to participate in social welfare activities.
3.Environmental issues:
(1)Whether the company establishes an
appropriate environmental
management system according to its
industrial characteristics
V (1)In terms of promoting environmental safety and health
activities, the Company complies with the domestic
environmental safety and health regulations. In addition,
it is also in line with international standards to implement
of environmental safety and health management system.
The Company obtained ISO14001 certificates for
environmental management system and OHSAS18001
certificates for occupational safety and health
management system in December 31, 2002. In August
2020, the company obtained ISO45001 certificates , the
newly revision of OHSAS18001. Both certificates
(ISO14001 and ISO45001) are valid until December 31,
2023.
The Company established an environmental committee in
2018 to integrate and promote the Company's
environmental protection, safety and hygiene, energy
conservation, water saving and greenhouse gas
management related work to enhance sustainable
competitiveness. The activity principle for 2020 is to
implement pollution management and resource
conservation as a means to implement energy
management mechanisms and improve the environment.
The company also has an environmental and safety as
follows:
Established on 1964, the Company is engaged in the
production of headlights for automobiles and
motorcycles. It mainly supplies domestic and foreign
major automobile and motorcycle factories. Since its
(1)There is no major difference
from the code of practice on
corporate social responsibility
for listed company.

48

inception, it has been adhering to the business philosophy of "contributing to society, seeking the common interests of customers, employees, all cooperators and shareholders, and achieving coexistence and common prosperity for sustainable management" and the business policy of "continuous improvement, enhancement of international competitiveness, and full satisfaction of customers." to produce high-quality products to meet customer needs.

In order to protect the environment, employee health and fulfill social responsibilities, under the guidelines of the environment and safety and health management system, we are committed to:

①Follow the regulations:

  • Ensure that the company's business and production activities comply with environmental protection, safety and health laws and other related regulations. Do not use banned substances that are harmful to the environment.

②Continuous improvement:

  • ❶Continue energy conservation, waste reduction, pollution prevention and other improvement work, and ensure that no banned substances harmful to the environment are used in the design and manufacturing process.

  • ❷Continuously implement the improvement work such as disease and injury prevention, workplace health management to create a safe, bright, healthy and comfortable workplace.

③Full participation:

It engaged in all employees, customers, contractors, suppliers and the outside world to create a win-win relationship to jointly protect the environment and reduce the risk of occupational disasters.

  • ④Sustainability:

Implement the energy management mechanism and sustainable use of resources, and gradually build the

49

(2)Is the company committed to
improving the utilization efficiency of
various resources and using recycled
materials with low impact on
environmental loadings.
(3)Does the company assess the potential
risks and opportunities for the current
and future climate change, and take
measures to address climate-related
issues?
(4)Has the Company counted greenhouse
gas emissions, water consumption and
total weight of waste in the past two
years, and formulated policies for
energy conservation and carbon
reduction, greenhouse gas reduction,
water use reduction or other waste
management?
V
V
V concept of green and environmental protection in
product planning and manufacturing.
(2)The company has established an environmental
committee dedicated to improving the efficiency of the
use of various resources, reducing energy and resource
consumption, and actively reducing raw materials and
waste to reduce the impact on the environment.
(3)The company has not yet assessed the current and future
potential risks and opportunities of the company against
climate change, nor has taken measures to deal with
climate-related issues, which will gradually improve in
the future.
(4)The company established a safety and health office in
2014. It is responsible for promotion and implementation
of environmental protection, safety and health policy and
related business. The Company also sets up a
company-wide safety and health committee to help
promote and implement various environmental safety and
health regulations and activities.
①Set up various environmental management regulations
internally for employees to follow:
❶Air pollutant emission management measures
❷Wastewater Discharge Management Measures
❸Waste management Measures
❹Environmental Safety Monitoring and Management
Measures
②Since 2007, Co2 reduction and VOC reduction
activities have been carried out. In 2021, for each
finished products in the manufacturing process, the
target is 1% to 3% annual reduction.
③The actual performance in recent years and the target
for 2021 are detailed in Note 3.
(2)There is no major difference
from the code of practice on
corporate social responsibility
for listed company.
(3)There is no major difference
from the code of practice on
corporate social responsibility
for listed company.
(4)There is no major difference
from the code of practice on
corporate social responsibility
for listed company.
4.Social issues
(1)Has the company formulated relevant
management policies and procedures
in accordance with relevant
V (1)
①Human right policies:
The company's human right policy is to abide by the
(1)There is no major difference
from the code of practice on
corporate social responsibility

50

international human rights convention?

  • local laws and regulations of Taiwan, and to abide by for listed company. the core labor standards of the basic conventions of the International Labor Organization. It treats and respects current colleagues, contract and temporary staff and interns.

  • ②Human rights concerns and practices: ❶Provide a safe and healthy working environment: ⓐThe management goal is zero disaster. ⓑAnalyze the results of health examinations and work-related factors to track and manage specific ethnic groups to prevent potential health risks.

  • ⓒGuided by the needs of employees, promote healthy activities, encourage employees to participate independently, to pursuit a healthy life.

  • ❷Eliminate unlawful discrimination to ensure equal job opportunities: Abide by Taiwan laws, international norms and company human rights policies, and implement relevant internal regulations

  • ❸Child labor is forbidden to be used: The company only accepts applicants who have reached the age of 18. When hiring the employees, double check their ID’s to ensure that there is no omission.

  • ❹Prohibition of forced working: Do not force or threaten any unwilling person to perform labor services.

  • ❺To help employees maintain physical and mental health and work-life balance: Provide diverse activities such as arts, sports, family participation and parent-child interaction, and also expand the interpersonal interaction of colleagues through community participation.

  • ③Actions to reduce the risk of human rights: In order to reduce human rights risks, the company has actively implemented specific improvement plans in recent years to create a high-quality, safe and bright

51

working environment.

  - ④Education and training practices on human rights protection:

     - ❶Provide compliance and promotion of relevant regulations during the education and training of newcomers.
  • ❷To establishment and promote sexual harassment prevention standards.

  • ❸Provide a complete series of occupational safety training.

  • V (2)

  • (2)Does the company formulate and V (2) implement reasonable employee ①Article 30-1 of the company's articles of association welfare measures (including clearly states that if there is a profit in the current year, compensation, vacation and other no less than 1% shall be set aside as employee benefits), and appropriately reflect the compensation. operating performance or results in ②The company has established work rules and related The company has established work rules and related employee compensation? personnel management regulations, covering the base

    • ②The company has established work rules and related The company has established work rules and related personnel management regulations, covering the base wages, working hours, vacations, retirement benefits, labor and health insurance benefits, occupational disaster compensation, etc. The rules and regulations clearly stipulate that employee compensation includes the company's operating performance bonus, and the calculation of the bonus depends on the company's monthly operating performance.
  • (2)There is no major difference from the code of practice on corporate social responsibility for listed company.

52

  • (3)Does the company provide a safe and V (3)The company has long been committed to providing healthy working environment for employees with safety and health working environment by employees, and regularly implement set up a comfortable and bright workplace. In addition, the safety and health education for Company has received the certificate of OHSAS 18001 (the employees? occupational safety and health management system, later obtained the newly revised version ISO45001) and ISO14001(the environmental management system): ①For the physical health, regular employee health examinations are held every year. Through various health education and information providing, employees are able to understand their own health status and have better knowledge for self-health management.

    • (3)There is no major difference from the code of practice on corporate social responsibility for listed company.
  • ②Arrange physicians to be stationed in the factory every month to provide consulting services related to employee health.

  • ③For the mental health, the company occasionally organizes various educational and training courses related to spiritual replenishment to help adjust the work pressure of employees.

  • ④For the work safety, the company has proactively discovered and improved potential safety problems in the workplace through activities such as danger prediction and false alarm proposal.

  • ⑤In addition, through education and training and case publicity, the Company will develop employees' emergency response capabilities and safety concepts, strengthen employees' cognitive ability, and reduce the occurrence of accidents caused by unsafe behavior.

  • (4)Does the company establish an V (4)The company's education and training committee sets up effective career development training a complete training plan for the development of program for employees? colleagues' careers every year, so as to ensure that colleagues can perform tasks in existing positions, and acquire the skills required for promotion and work.

  • (4)There is no major difference from the code of practice on corporate social responsibility for listed company.

53

(5)With regard to customer health and
safety, customer privacy, marketing
and labeling products and services, has
the company complied with relevant
laws and international standards, and
formulated relevant consumer
protection policies and appeal
procedures?
(6)Does the company formulate supplier
management policies that require
suppliers to follow relevant regulations
on environmental protection,
occupational safety and health, or
labor human rights, and their
implementation situations?
V
V
(5)The Company’s products all meet the international safety
regulations such as VSTD in Taiwan, UNECE in Europe,
FMVSS in America, JIS in Japan, 3C in Mainland China,
AIS in India, and ADR in Australia so as to effectively
maintain and guarantee the driving safety of vehicles. In
the event of a customer complaint, first at all to provide
free product replacement, and then strive to solve the
customer's problems within the shortest time. The privacy
of customers is subject to be confidential according to
relative agreements and personal data protection laws.
There is a special stakeholders area set up as stakeholders
communication and a complaint channel.
(6)In order to enable suppliers to work together to enhance
corporate social responsibility, the Company has included
relevant corporate social responsibilities such as
environmental protection, occupational safety and health
or labor human rights compliance in evaluating the
qualification of new suppliers, Suppliers who violate the
corporate social responsibility policies and have a
significant impact on the environment and society may be
terminated for the supply contract at any time.
(5)There is no major difference
from the code of practice on
corporate social responsibility
for listed company.
(6)There is no major difference
from the code of practice on
corporate social responsibility
for listed company.
5.Does the company make reference to
internationally report preparation
standards or guidelines to prepare
corporate social responsibility reports and
other reports that disclose the company's
non-financial information? Did the
above-mentioned report been ascertained
or verified by third-party verification
units?
V The company currently does not fall within the scope of the
law stipulating that the corporate social responsibility report
should be prepared, so the report has not been prepared. The
report will be prepared in the future according to the laws or
regulations.
There is no major difference
from the code of practice on
corporate social responsibility for
listed company.
6.If the company has established its corporate social responsibility code of practice according to “Corporate Social Responsibility Best Practice Principles
for TWSE/GTSM Listed companies ” please describe the operational status and differences:The Company has established a Code of Practice for
Corporate Social Responsibility and the overall operation has not much difference from the Code.
7.Other important information to facilitate better understanding of the company’s implementation of corporate social responsibility:please refer to Note 4
for details.

54

Note 1: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 2:according to the principle of materiality, the relevant strategies for corporate social responsibility and risk management policies:

Major issues Item for risk
assessment
Risk management policy or strategy
Environment Environmental
protection
The company is committed to environmental protection and green production. Through the
implementation of process safety management and PDCA management cycle, it has effectively reduced
the emissions of pollution and the impact on the environment. Implementation plans and policies are
set annually. Regular track and review the progress to make sure those relevant goals are achieved.
Social responsibilities Product safety All products of the company are in compliance with the government regulations the EU ROHS
regulations without any hazardous substances. Through rigorous quality system management, we
provide customers with stable product quality. At the same time, in order to ensure customer service
quality and improve customer satisfaction, we regularly send staff to visit customers every year, and
strengthen cooperation with customers. Relationships have become the cornerstone of the company's
sustainable development.
Corporate
Governance
Regulatory
compliance
Through the internal regulations of relevant governance and the implementation of internal control
mechanisms, we ensure that all personnel and operations of the company truly comply with relevant
laws and regulations.

Note 3:Energy conservation and carbon reduction performance and target

Items Performance
of 2019
Performance
of 2020
Higher
(Lower)
than the
previous
period
Plans of 2021 Higher
(Lower) than
the previous
period
Methods of achieving the goal:
Production of business
waste
53.87Kg
/million revenue
51.73Kg
/million revenue
(4.0%) 51.21Kg
/million revenue
(1.0%) 1. Strengthen the inspection of waste recycle condition.
2. Study the greatest defects and work on the original source to
reduce the defect cause so as to reduce the amount of waste.
Reduction of CO2
emission
2,366Kg
/million revenue
2,457Kg
/million revenue
3.8% 2,383Kg
/million revenue
(3.0%) 1. Improve the performance of various types of electrical
equipment, and review the discontinuation or abolition of
non-essential equipment to reduce electricity consumption.
2. Continue to inspect electricity usage and pick out unreasonable
power for improvement.
Reduction of VOC
volatile organic
emissions
4.61Kg
/million revenue
4.9Kg
/million revenue
6.3% 4.85Kg
/million revenue
(1.0%) Strengthen inspection to avoid improper use and dispersion of
volatile organic solvents.
1.New development parts without painting design
2.Reduction of poor painting project
3.Improve spraying technology

55

Amount of water
consumption
12.15liter
/million revenue
12.68liter
/million revenue
4.4%
12.55liter
/million revenue
(1.0%)
1. Survey and analysis of water consumption throughout the plant
and implementation of reduction measures.
2. Regularly conduct water inspection and improvement of
abnormal throughout the whole plant area.
Note 4:The corporate social responsibility specific promotion plan and implementation results in 2020:
Amount of water
consumption
12.15liter
/million revenue
12.68liter
/million revenue
4.4%
12.55liter
/million revenue
(1.0%)
1. Survey and analysis of water consumption throughout the plant
and implementation of reduction measures.
2. Regularly conduct water inspection and improvement of
abnormal throughout the whole plant area.
Note 4:The corporate social responsibility specific promotion plan and implementation results in 2020:
12.15liter
/million revenue
12.68liter
/million revenue
12.68liter
/million revenue
4.4% 12.55liter
/million revenue
(1.0%) 1. Survey and analysis of water consumption throughout the plant
and implementation of reduction measures.
2. Regularly conduct water inspection and improvement of
abnormal throughout the whole plant area.
Note 4:The corporate social responsibility specific promotion plan and implementation results in 2020:
Item Project Name Implementation Results
1
Staff education and training:
(1)To organize various trainings inside and outside the
factory to improve the quality of human resources,
(2)English and Japanese language training to improve
the language ability and human resource quality of
all colleagues.

1.A total of 77 in-plant education and training courses were held, with 254 hours of training and a total of 4,900
participants in 2020. A total of 78 people participated in 47 training courses outside the factory in 2020.
2.A total of 15 classes on English and Japanese were held with a total of 112 participants in 2020.
2
Employee health check:
Organize employee health checks. Provide health related
education and information to improve employees’
understanding on their health status, and have
knowledge and methods of self-health management.
In October 2020, arrange the Tainan Municipal Hospital to carry out regular health examinations for 320 employees
in the factory.
3
Energy conservation and carbon reduction:
(1)Reduction of business waste
(2)Reduction of CO2 emission
(3)Reduction of VOC volatile organic emissions
(4)Reduction on water consumption
The actual performance for 2020 as follows:
(1)53.87→51.73Kg/million revenue:annual reduction 4.0%
(2)2,366→2,457Kg/million revenue:annual increase 3.8%
(3)4.61→4.9Kg/million revenue:annual increase 6.3%
(4)12.15→12.68liter/million revenue:annual increase 4.4%
4 Sponsor various charity activities: The actual performance for 2020 as follows:
(1)Donation to Ming Hui Social Welfare Charity Foundation.
(2)Sponsored the 100thAnniversary of Tainan Cigu Elementary School.
(3)Donation to China Body, Mind and Soul Advanced Association.
(4)Donation to Wu Ching Mao Cultural Educational Foundation
(5)Sponsored Longevity Club Chongyang Festival in Zhongliao Community, Qigu District.
(6)Sponsored the Ghost Festival praying ceremony in the an Ping Industry Zone.
(7)Sponsored the 18thGolf team of Yizai Association.

56

3-4-6.Fulfilling the integrity management situation and adopting measures:

Items Implementation status Implementation status Implementation status Differences and reasons for the
integrity management code of the
listed company
Yes No Description of summary
1.Establishment of Corporate Conduct
and Ethics Policy and Implementation
Measures
(1)Does the company set up the
integrity policies approved by the
board of directors. The integrity
policies should be expressed in its
regulations and external
correspondence, as well as the
commitment of the board of
directors and high management to
actively implement business
policies?
(2)Whether the company has
established risk assessment
mechanisms against unethical
conduct, regularly analyze and
evaluate business activities with a
higher risk of dishonesty in the
business scope, and establish
prevention programs accordingly
and review their adequacy and
effectiveness on a regular basis.
And at least cover the preventive
measures for the conduct of the of
Article 7 second paragraph of the
code of "Ethical Corporate
Management Best Practice
Principles for TWSE/GTSM Listed
Companies"?
V V (1)The Company did not set up the integrity policies approved
by the board of Directors. However, the contracts signed by
the Company in the course of its operation are based on the
principle of good faith and mutual benefit to sign a
reasonable contract and actively fulfill the contractual
commitments. The Company has set up in the rules of
procedure of the Board of Directors that the directors may
not participate in the discussion and voting and should
evade when the content of discussion is harmful to the
interests of the company.
(2)The company's internal regulations "Prevention of Bribery
and Acceptance of Bribes" have clearly prohibited
unscrupulous acts such as bribery, acceptance of bribes,
illegal political contributions, improper donations or
sponsorships, offering or accepting unreasonable gifts,
hospitality and other improper benefits. The regulation
stipulates the handling procedures when accepting unfair
benefits, the disciplinary punishment and appeal system,
and regularly assess the risk of dishonesty behavior for
business activities with high dishonesty behavior within the
business scope, and accordingly revise the plan to prevent
dishonesty behavior and related internal control system.
(1)There is no significant
difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
companies
(2)There is no significant
difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
companies

57

(3)Does the company clearly specify
the operating procedures, behavior
guidelines, disciplinary penalties
and grievance system in the plan to
prevent dishonesty, implement it,
regularly review and revise the plan

V
(3)In order to prevent dishonest behaviors, the Company
clearly stated that directors, managers and employees shall
not have dishonest behaviors in the "Code of Ethical
Conduct" and "Provisions on Preventing Bribery and
Acceptance of Bribes", and actively promote them. In
addition, the company and its subsidiaries have rigorous
accounting systems, internal control and audit systems to
prevent dishonesty. A reporting system has been established
to encourage internal and external personnel to report illegal
and dishonest behavior. The Company regularly evaluates
the implementation situation.
(3)There is no significant
difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
companies
2.Corporate Conduct and Ethics
Implementation
(1)Does the company assess the
integrity record of the transaction
party and specify the terms of good
faith in the contract with the
transaction partner?
(2)Does the company set up a special
full-time unit that promotes the
integrity management of the
company under the board of
directors, and regularly reports its
implementation (at least once a
year) to the board of directors?
(3)Does the company set up a policy
to prevent conflicts of interest,
provide a proper complaint channel,
and its implementation?
V
V
V
(1)The company will consider the legality of the business party
and whether there is a record of dishonesty before having
contacts with the business party, and avoid trading with
those who have dishonest records.
(2)The operation of integrity management related affairs is
operated by the general manager's office and the audit
office. The responsible units will report to the board of
directors for the plans and implementation situation on the
integrity management and the prevention of dishonesty
behavior, if necessary,
(3)The company's "Rules for Board of Directors’ meeting
Procedures" stimulates a system for avoiding directors'
conflict of interests. Those who are interested in the bills
listed by the board of directors and their own legal persons,
may express the opinions and answer questions, but may not
join the discussion and voting, and shall not act on behalf of
other directors to exercise their voting rights.
(1)There is no significant
difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
companies
(2)There is no significant
difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
companies
(3)There is no significant
difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
companies

58

(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 audit
plan based on the assessment results
of the risk of dishonesty, and checks
the compliance with the plan to
prevent dishonesty. Or entrust a
CPA to perform the audit?.
(5)Does the company regularly hold
education training internally and
externally of the corporate integrity
management?
V
V
(4)The Company carries out the inspection of the accounting
and the internal control system through the internal auditors,
certified public accountant, and self-evaluation in
accordance with the law, and reports the results to the Board
of Directors.
(5)The integrity management has been included in the
education and training for the new comer.
(4)There is no significant
difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
companies
(5)There is no significant
difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
companies
3.Status of implementation of reporting
of malpractices
(1)Does the company provide
incentives and means for employees
to report malpractices and provide
channels for reporting malpractices?
Does the company assign
designated personnel to investigate
the report malpractice?
(2)Has the company established the
standard operating procedures for
the investigation of the complaint,
the follow-up measures to be taken
after the investigation is completed,
and the relevant confidentiality
mechanism?
(3)Does the company assure the
employees who reported on the
malpractices that they will not be
V
V
V
(1)The Company’s “Employee Code of Conduct” and the
“Provisions to prevent bribery” have clearly defined the
reward and discipline system, and the personnel unit and the
audit office will handle the related matters.
(2)The Company’s “Employee code of conduct”, “Provisions to
prevent bribery” and “internal control system” have
included the relevant procedures and confidentiality
mechanisms for investigations of reported malpractices.
(3)The company will enforce protective measures to assure that
the good faith informer will not be retaliated against.
(1)There is no significant
difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
companies
(2)There is no significant
difference from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/GTSM Listed
companies
(3)There is no significant
difference from the Corporate
Social Responsibility Best

59

prosecuted for making such reports? Practice Principles for
TWSE/GTSM Listed
companies
4.Enhanced information disclosure
Has the company disclosed its integrity
principles and progress onto its
website and MOPS?
V The company has on its website
www.tayih-ind.com.twdisclosed the company’s integrity
principles.
There is no significant difference
from the Code of Practice for
Integrity management.
5.If the company has its own code of conduct in accordance with the Ethical Corporate Management Best Principles for TWSE/GTSM Listed Companies,
please describe the difference between its operation and the Code:The Company has not yet established the principles, but will do so when the need
arises in future.
6.Other important information to facilitate better understanding of the company’s corporate conduct and ethics compliance practices (e.g. review the
company’s corporate conduct and ethics policy):The company has "employee work rules", which clearly regulates for not accepting gifts, not accepting
kickbacks, not accepting commissions, and not leaking confidentiality regarding production or business; and implementing regulations regarding
corporate governance based on internal control and auditing systems.

3-4-7.If the company has established a corporate governance code and related regulations, it should disclose its mode of inquiry:

(1)In order to implement corporate governance, the company has established relevant regulations for corporate governance as follows: ①Articles of Incorporation

②Election regulations for Directors ③Shareholders’ meeting Rules and Procedures ④Rules and procedures of the Meeting of Board of Directors ⑤Code of Ethical Behavior ⑥Operating procedures of Acquisition or Disposal of Assets ⑦Operating procedures of Fund lending ⑧Operating procedure of Endorsement and Guarantee ⑨Remuneration Committee Chapter ⑩Corporate Governance Best Practice Principles ⑪Corporate Social Responsibility Principles ⑫Rules Governing the Scope of Powers of the Independent directors ⑬Standard processing procedures for handling directors ’requests ⑭Rules and the Organization of the Auditing Committee

⑮Methods on Evaluation of the Board of Directors

(2)The above-mentioned methods for inquiring about corporate governance:As disclosed in the MOPS and the company's website.

3-4-8.Other key information conductive to the understanding of the implementation of integrity management:None

60

  • 3-4-9.The status of the implementation of the internal control system shall be disclosed: (1)Statement of Internal Control System:

TA YIH INDUSTRIAL CO., LTD.

Statement of Internal Control System

Date:2021.03.24

The 2020 internal control system of the Company, based on the results of the self-assessment, would like to state the following:

  • 1.The Company is aware that the establishment, implementation and maintenance of the internal control system is the responsibility of the board of directors and managers of the Company, the Company has already established the system. The purpose is to provide reasonable results in terms of operational effectiveness and efficiency (including profitability, performance and ensure the safety of assets, etc.), reporting reliability, in time, transparency, to provide reasonable assurance that complies with relevant regulations and relevant laws, and that compliance with relevant laws and regulations is achieved.

  • 2.The internal control system has its inherent limitations. Regardless of how perfect the design is, an effective internal control system can only provide reasonable assurance of the achievement of the above three objectives; and, due to changes in the environment and conditions, the effectiveness of the internal control system may change.

  • However, the company's internal control system is equipped with a self-monitoring mechanism, and once the fault is identified, the company will take corrective action.

  • 3.The Company judges whether the design and implementation of the internal control system is effective based on the judged item of the effectiveness of the internal control system as stipulated in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as “Regulations”).

  • The internal control system judgment project used in the “Regulations” is based on the process of management control, which divides the internal control system into five components: 1. Control environment, 2 risk assessment, 3. control operations, 4. Information and communication, and 5. Monitoring operations. Each component also includes several items. Please refer to the “Regulations” for the above mentioned items.

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

  • 5.Based on the results of the preceding assessment, the Company believes that the internal control system (including supervision and management of subsidiaries) of the Company as on December 31, 2020, including understanding the effectiveness of operations and the achievement of efficiency goals. The design and implementation of the internal control system, such as timely, transparent and in compliance with relevant regulations and relevant laws and regulations, is effective and can reasonably ensure the achievement of the above objectives.

  • 6.This statement will become the main content of the company's annual report and public statement, and will be made public. If the contents of the above disclosure are illegal or fake, it will conflict with legal liabilities of Articles 20, 32, 171 and 174 of the Securities Exchange Law.

  • 7.This statement was approved by the board of directors of the Company on March 24, 2021. None of the 9 directors present objected, the rest agreed to the content of the statement and hereby declared so.

TA YIH INDUSTRIAL CO., LTD. Chairman:Chun-I Wu President:Shih-Chung Feng

  • (2)Where a CPA has been hired to carry out a special audit of the internal control system, furnish the CPA audit report:there is no such situation.

61

  • 3-4-10.For the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, disclose any sanctions imposed in accordance with the law upon the company or its internal personnel, any sanctions imposed by the company upon its internal personnel for violations of internal control system provisions, principal deficiencies, and the state of any efforts to make improvements:None.

  • 3-4-11.Significant resolutions of a shareholders meeting or a board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:

(1)Implementation of important resolutions of the shareholders ‘meeting

Date of
meeting
Summary of important
proposals
Result of resolution(election) Review of the implementation of the
resolution
2020.06.12 1.Recognized the
business report and
financial statements of
2019
Passed by voting. Relevant documents have been submitted to
the competent authority for inspection and
announcement in accordance with the
Company Act and other relevant laws and
regulations.
2.To acknowledge the
earnings distribution of
2019.
Dividends:Cash
dividends of NT$ 4
per share
Passed by voting. Distribute according to the resolution of the
shareholders' meeting. The Board of Directors
was convened on June 22, 2020, and the
resolution was to set on July 15, 2020 as the
benchmark date for the interest-bearing, and
July 30, 2020 as the issue date, and all will be
distributed by July 30, 2020.
3.Revision on parts of the
Articles of the
Incorporation
Passed by voting.
Effective after the resolution of the
shareholders’ meeting. The company has been
registered with the Ministry of Economic
Affairs within 15 days according to laws and
regulations. It has been approved by the
Ministry of Economic Affairs on August 12,
2020, by the letter of
“Economic-Approved-Business” No.
10901153120.
4.Revision on parts of
articles of
Shareholders’ meeting
Rules and Procedures
Passed by voting. Effective after the resolution of the
shareholders’ meeting.
5.Revision on parts of
articles of the Election
regulations for
Directors
Passed by voting. Effective after the resolution of the
shareholders’ meeting.
6.Revision on parts of
articles of Operating
procedures of
Acquisition or Disposal
of Assets
Passed by voting. Effective after the resolution of the
shareholders’ meeting. Perform new
procedures in accordance with the revisions.
7.Revision on parts of
articles of Operating
procedures of Fund
lending
Passed by voting. Effective after the resolution of the
shareholders’ meeting. Perform new
procedures in accordance with the revisions.
8.Revision on parts of
articles of Operating
procedure of
Endorsement and
Guarantee
Passed by voting. Effective after the resolution of the
shareholders’ meeting. Perform new
procedures in accordance with the revisions.
9.Re-election of 9
directors
Elected list:
Directors:
1.Chun-I Wu
(Representative of Din Wan)
2.Yu-Hsien Wu
3.Watanabe Masami
(Representative of Koito
Manufacturing Co., Ltd.)
4.Konagaya Hideharu
(Representative of Koito
Manufacturing Co., Ltd.)
5.Yamamoto Kakuya
(Representative of Koito
Manufacturing Co., Ltd.)
Announce the election results in the
shareholders’ meeting as important
information. Chairman election held on June
22, 2020:Chun-I Wu as the Chairman and
Watanabe Masami as the vice president.
The company has been registered with the
Ministry of Economic Affairs within 15 days
according to laws and regulations. It has been
approved by the Ministry of Economic Affairs
on August 12, 2020, by the letter of
“Economic-Approved-Business” No.
10901153120.

62

6.Cheng-Yuan Wu
Independent Directors:
1.Wan-I Wu
2.Hsiu-Fon Chen
3.Ze-Xiang Ting
10.Release the
restrictions on
Director’s
competition in Article
209 of Company Act

Passed by voting.
Effective after the resolution of the
shareholders’ meeting.
(2)Important resolutions of the board:
Date of
meeting
Summary of important proposals
2020.03.06 1.Approved the proposal of 2019 distribution of employee compensation
Employee compensation is 1%, calculated as NT$4,528,618, and distributed as
cash.
2.Proposal of distribution of surplus of 2019.
Bonus of shareholders:Cash dividends of NT$4per share.
3.Passed the revisions of the Articles of the Incorporation, Shareholders’ meeting
Rules and Procedures, Election regulations for Directors, Operating procedures of
Acquisition or Disposal of Assets, Operating procedures of Fund lending,
Operating procedure of Endorsement and Guarantee.
4.Re-election of6directors and3independent directors.
5.Release the restrictions on Director’s competition in Article 209ofCompanyAct.
6.Nominated Wan-I Wu, Hsiu-Fon Chen and Ze-Xiang Ting as the candidates for
independent directors andpassed.
2020.06.22 1.Chairman election:Chun-I Wu as the Chairman and Watanabe Masami as the vice
Chairman.
2.Set July 15, 2020 as the date for calculation of interest of dividends, and July 30,
2020 as the issue date.
3.Appointment of remuneration committee members:
The company appointed Wan-I Wu and Hsiu-Fon Chen, the independent directors,
and Mei-Ling Chou as the 4thremuneration committee member.
4.Established the Rules and organization of the auditingcommittee.
5.Dismissal and appointment of vice general manager:
Ching-Liang Yu vice President retired and appointed Cheng-Yuan Wu (assistant
manager) as the new vice President.
2020.11.12 Established Methods on Evaluation of the Board of Directors
2021.03.24 1.Proposal of distribution of compensation for employee for 2020.
Employee compensation is 1%, calculated as NT $1,804,472, and distributed as
cash.
2.Proposal of distribution of surplus of 2020.
Bonus of shareholders: Cash dividends of NT$ 1.3per share.
  • 3-4-12.Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof:No such situation

  • 3-4-13.A summary of resignations and dismissals, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, of the company's chairman, general manager, principal accounting officer, principal financial officer, chief internal auditor, corporate governance officer and principal

63

2021.04.24

research and development officer.

2021.04.2
Title Name On Board Date Resignation Date Reason for Resignation
R&D Director Ching-Wen Chen 2019.02.01 2020.12.31 Job adjustment

3-5.Information of CPA professional fees:

3-5-1.Information of the CPA:

Year of
occurrence
Accounting firm Name of
accountant
Accountant inspection period Note
2020 Deloitte Touche Tohmatsu Limited Chi-Chen Li
Chao-Chin Yang
January 1, 2020 - December 31, 2020

3-5-2.Information of the range of fees of the public accountant:

Currency : NT$ thousands

Range Item fee Audit fee Non public
expenses
Total
1 Under NT$ 2000 thousands
2 NT$2,000 thousands(included)~NT$4,000 thousands(excluded) 3,060 280 3,340
3 NT$ 4,000 thousands(included)~NT$ 6,000 thousands(excluded)
4 NT$ 6,000 thousands(included)~NT$ 8,000 thousands(excluded)
5 NT$ 8,000 thousands(included)~NT$ 10,000 thousands(excluded)
6 Above NT$ 10,000 thousands(included)
  • 3-5-3.When non-audit fees paid to the certified public accountant, to the accounting firm of the certified public accountant, and/or to any affiliated enterprise of such accounting firm is one quarter or more of the audit fees paid thereto, the amounts of both audit and non-audit fees as well as details of non-audit services shall be disclosed: The Amount of audit and non-audit Fee paid in 2020 and Content of Non-Audit Services are listed in the table below.
Currency:NT$ thousands Currency:NT$ thousands Currency:NT$ thousands Currency:NT$ thousands Currency:NT$ thousands Currency:NT$ thousands Currency:NT$ thousands
Certified
public
accountant
Name of
accounting
firm
Accountant
Name
Public
expenses
Non public expenses Accountant
Accountant
inspection
period
Note
Design of
system
Business
registration
Human
resources
Others Subtotal
Deloitte
Touche
Tohmatsu
Limited
Li Chi Chen
Yang Chao Chin
3,060
NT$ thousands
0
NT$ thousands
280
NT$ thousands
280
NT$ thousands
January 2020
~ December
2020
Note Content of
1. Transfer
2. Others
Total
other services:
pricing report
280
NT$ thousands
0
NT$ thousands
280
NT$thousands
  • Note:The non- audit fees should be listed separately according to the service items. If the “others” of the non-audit fees reach 25% of the total non-audit fees, the service contents should be listed in the remarks column.

  • 3-5-4.When the company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year, the amounts of the audit fees before and after the change and the reasons shall be disclosed:None.

  • 3-5-5.When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 15 percent or more, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefor shall be disclosed:It is not applicable as the audit fees of 2020 is not lower than the previous year by 15% or more.

64

  • 3-6.Information on replacement of certified public accountant: If the company has replaced its certified public accountant within the last 2 fiscal years or any subsequent interim period, it shall disclose the following information: The approval of CPA change by the board of directors On March 15, 2019:Due to the internal job responsibilities adjustment of the Deloitte & Touche, the Company’s auditing CPA have been replaced from CPA Hong-Ru Liao and Ji-Zhen Li to CPA Ji-Zhen Li and CPA Chao-Jin Yang.

  • 3-6-1.Regarding the former certified public accountant:not applicable.

  • 3-6-2.Regarding the successor accountant:not applicable.

  • 3-6-3.Reply of the former accountant to the provisions of Article 10, paragraph 6, subparagraph 1 and subparagraph 2.3 of the Guidelines:Not applicable.

  • 3-7.Where the company's chairman, president, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm:No such situation.

  • 3-8.Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report. Where the counterparty in any such transfer or pledge of equity interests is a related party, disclose the counterparty's name, its relationship between that party and the company as well as the company's directors, supervisors, and ten-percent shareholders, and the number of shares transferred or pledged. (1)Changes in shareholder's equity of directors, supervisors, managers and shareholders whose shareholdings exceeding 10%:

Job title Name 2020 2020 As of the year
till 2021.04.24
As of the year
till 2021.04.24
Number of
shares held
Increase
(Decrease)
ratio
Number of
shares
Increase
(Decrease)
ratio
Number of
shares held
Increase
(Decrease)
ratio
Number of
shares
Increase
(Decrease)
ratio
Director
Chairman
Ding Wan Industrial Co., Ltd.
Chun-I Wu
(Representative for Din Wan Investment Co., Ltd.)
0
0
0
0
0
0
0
0
Director cum
principal
shareholder
Vice chairman
Director
Director
Director
Koito Manufacturing Co., Ltd.
Watanabe Masami
(Representative of Koito Manufacturing Co., Ltd.)
Yamamoto Kakuya
(Representative of Koito Manufacturing Co., Ltd.)
Yamamoto Hidetsugu
(Representative of Koito Manufacturing Co., Ltd.)
(Note 3)
Konagaya Hideharu
(Representative of Koito Manufacturing Co., Ltd.)
(Note 4)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Director Yu-Hsien Wu 0 0 0 0
Director
Director and
vice President
Director
Yuan Hong Investment Co., Ltd.
(Note 3)
Ching-Liang Yu
(Representative of Yuan Hong Investment Co., Ltd.)
(Note 3, 8)
Cheng-Yuan Wu
(Representative of Yuan Hong Investment Co., Ltd.)
(Note 3)
0
0
0
0
0
0
0
0
0
0
0
0

65

Director and
vice President
Cheng-Yuan Wu
(Note 4,8)
0 0 0 0
Independent
Wan- Wu 0 0 0 0
di
Independent
Hsiu-Fon Chen 0 0 0 0
di
Independent
Ze-XiangTing 0 0 0 0
di
Supervisor
Supervisor
Kuo Qi Min Investment Co., Ltd.
(Note 3)
Bor-Wen Kerng
(Kuo Qi Min Investment Co., Ltd.)
(Note 3)
0
0
0
0
0
0
0
0
Supervisor
Supervisor
Yih Heng Investment Co., Ltd.
(Note 3)
Chien Lin
(Representative of Yih Heng Co., Ltd.)
(Note 3)
0
0
0
0
0
0
0
0
Supervisor Konagaya Hideharu
(Note 3)
0 0 0 0
Principal
shareholder
Da Wei Investment Enterprise Co., Ltd. 0
0
3,100,000
(1,100,000)
0
(1,726,258)
0
0
President Shih-ChungFeng 0 0 0 0
Vicepresident Yamamoto Hidetsugu 0 0 0 0
Senior Assistant
Manager
Chin-Wen Chen 0 0 0 0
Senior Assistant
Manager
Hung-Chi Wang 0 0 0 0
Senior Assistant
Manager
Chao-Wen Chang 0 0 0 0
Assistant Chun-HungChen 0 0 0 0
Assistant
Manager
Chih-Ching Chuang
(Note 5)
0 0 0 0
Assistant Chun-Hao Wang 0 0 0 0
Assistant
Manager
Rui-Pin Xu
(Note 6)
0 0 0 0
Assistant Chao-Ching Chuang 0 0 0 0
Assistant Ping-Hsin Yeh 0 0 0 0
Assistant
Manager
Chiung-Lun Wang
(Note 7)
0 0 0 0
  • Note 1:Shareholders holding more than 10% of the company's shares should be indicated as principal shareholders and listed separately.

  • Note 2:The related parties of equity transfer or equity pledge should still be listed in the table below.

  • Note 3:Dismissed after re-election on June 12, 2020.

  • Note 4:New appointed after re-election on June 12, 2020.

  • Note 5:Assistant Manager Chih-Ching Chuang resigned on March 31, 2021.

  • Note 6:Assistant Gerenal Manager Rui-Pin Xu retired on Feb 29, 2020.

  • Note 7:Asssitant Manager Chiung-Lun Wang newly-appointed on August 26, 2020.

  • Note 8:On June 22, 2020, Vice President Ching-Liang Yu retired and dismissed and Cheng-Yuan Wu (assistant manager) promoted as Vice President.

  • 3-9.Relationship information, if among the 10 largest shareholders any one is a related party, or is the spouse or a relatives within the second degree of kinship of another:

2021.04.24

2021.04.24 2021.04.24
Nate (note 1) Shares owned Shares held by
spouse and minor
children currently
Shares held under
other nominees
Relationship information, if among
the top 10 largest shareholders any
one is a related party, or is the
spouse or a relative within the
second degree of kinship of
another: (Note 3)
Note
Number
of
shares
Sharehol
ding
ratio
Number
of
shares
sharehol
ding
ratio
Number
of
shares
shareh
olding
ratio
Name Relationship

66

Koito Manufacturing
Co., Ltd.
Representative:
Oshima Masahiro
24,774,750 32.50%
Da Wei Investment
Enterprise Co., Ltd.
Representative:
Chun-I Wu
20,797,622 7.28% Chun-I Wu
Representative of Yi
Heng Investment Co.,
Ltd:Chun Lang Wu
Representative of Kuo
Qi Min Investment Co.,
Ltd:Chun Chi Wu
Representative of Yuan
Hong Investment Co.,
Ltd:Chun Lang Wu
Same person
Brothers
Brothers
Brothers
Cathay Life
Insurance
Representative:
Diao-Gui Huang
1,900,000 2.49%
Yi Heng Investment
Co., Ltd:
Chun-Lang Wu
1,759,258 2.31% Representative of Da
Wei Investment
Enterprise Co., Ltd:
Chun-I Wu
Representative of Kuo
Qi Min Investment Co.,
Ltd:Chun-Chi Wu
Chun-I Wu
Representative of Jin
Hao Investment Co.,
Ltd:Cheng-Yuan Wu
Representative of Yuan
Hong Investment Co.,
Ltd.:Chun-Lang Wu
Brothers
Brothers
Brothers
Father and son
Same person
Kuo Qi Min
Investment Co., Ltd.
Representative :
Chun-Chi Wu
1,257,601 1.65% Representative of Da
Wei Investment
Enterprise Co., Ltd:
Chun-I Wu
Chun-I Wu
Representative of Yuan
Hong Investment Co.,
Ltd.:Chun-Lang Wu
Representative of Yi
Heng Investment Co.,
Ltd:Chun-Lang Wu
Brothers
Brothers
Brothers
Brothers
Chun-I Wu 1,254,488 1.65% 396,821 0.52% Representative of Da
Wei Investment
Enterprise Co., Ltd:
Chun-I Wu
Representative of Yi
Heng Investment Co.,
Ltd:Chun-Lang Wu
Representative of Kuo
Qi Min Investment Co.,
Ltd:Chun-Chi Wu
Representative of Yuan
Hong Investment Co.,
Ltd:Chun-Lang Wu
Same person
Brothers
Brothers
Brothers
Jin Hao Investment
Co., Ltd.
Representative:
Cheng-Yuan Wu
795,000 1.04% Representative of Yi
Heng Investment Co.,
Ltd:Chun-Lang Wu
Representative of Yuan
Hong Investment Co.,
Ltd:Chun-LangWu
Father and son
Father and son

67

Yuan Hong
Investment Co., Ltd.
Representative:
Chun-Lang Wu
746,000 0.98% Representative of Da
Wei Investment
Enterprise Co., Ltd:
Chun-I Wu
Representative of Yi
Heng Investment Co.,
Ltd:Chun-Lang Wu
Representative of Kuo
Qi Min Investment Co.,
Ltd:Chun-Chi Wu
Chun-I Wu
Representative of Jin
Hao Investment Co.,
Ltd:Cheng-Yuan Wu
Brothers
Same person
Brothers
Brothers
Father and son
Dong An Investment
Co.,
Ltd.Representative:
Mao-Hsiung Huang
543,000 0.71%
Taiwan Life
Insurance Co., Ltd.
Representative :
Si-Guo Huang
411,000 0.54%
  • Note 1:All the top ten shareholders should be listed, and those who are institutional shareholders should list the name of the institutional shareholder and the name of the representative separately.

  • Note 2:The calculation of the shareholding ratio refers to the calculation of the shareholding ratio in the name of the shareholder, the spouse, the minor child or other nominees.

  • Note 3:The shareholders listed in the previous disclosure, including institutional and natural persons, shall disclose their relationship with each other in accordance with the issuer's financial reporting standards.

  • 3-10.The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managers, and any companies controlled either directly or indirectly by the company:

Unit : Share; %

Unit : Share; % Unit : Share; %
Transfer of
Investment
(Note)
Investment of Company Directors, supervisors,
managers and investments
directly or indirectly
controllingthe business
Comprehensive investment
Number of
shares
%
shareholding
Number of
shares
%
shareholding
Number of
shares
%
shareholding
Ta Yih International
Investment Co., Ltd.
50,000 100﹪ 50,000 100﹪

Note:The company adopts the equity method of investment.

68

4 Information of Capital Raising

4-1.Company capital and share

4-1-1.Source of shares

(1)Formation of Equity

2021.04.24

Unit:NT thousands

Unit: NT thousands
Year Month Issue
price
(NT $)
Approved share capital Paid-in capital Note
Number
of
shares
Amount Number
of
shares
Amount Source of equity Those who
paid with
property other
than cash
Date of approval and
license number
1976 2 1,000 10,000 10,000 10,000 10,000 Cash increment 10,000
1979 5 1,000 20,000 20,000 20,000 20,000 Cash increment 10,000
1980 8 1,000 50,000 50,000 50,000 50,000 Cash increment 30,000
1981 8 1,000 75,000 75,000 75,000 75,000 Cash increment 2,500
Capital reserve to capital
increase 22,500
1982 7 1,000 105,000 105,000 105,000 105,000 Cash increment 30,000
1983 12 1,000 135,000 135,000 135,000 135,000 Cash increment 30,000
1985 11 1,000 165,000 165,000 165,000 165,000 Cash increment 21,000
Cash reserve to capital increase
9,000

1988 6 1,000 220,000 220,000 220,000 220,000 Cash increment 55,000 1988.07.25 MOEAIC
Cert. No. 4192
1991 4 1,000 250,000 250,000 250,000 250,000 Surplus convert to capital
increase 30,000
1991.04.11 MOEAIC
Cert. No. 2459
1991 8 1,000 268,000 268,000 268,000 268,000 Surplus convert to capital
increase 18,000
1991.12.13 MOEAIC
Cert. No.9210
1992 7 1,000 289,180 289,180 289,180 289,180 Surplus convert to capital
increase 21,180
1992.08.17 MOEAIC
Cert. No. 5667
1993 11 10 45,000,000 450,000 45,000,000 450,000 Surplus convert to capital
increase 61,256
Capital reserve to capital
increase 99,564
1993.11.29 MOEAIC
Cert. No. 7750
1994 9 10 50,000,000 500,000 50,000,000 500,000 Surplus convert to capital
increase 30,000
Capital reserve to capital
increase 20,000
1994.09.27 MOEAIC
Cert. No. 5944
1995 9 10 63,000,000 630,000 63,000,000 630,000 Cash increment 49,000
Surplus convert to capital
increase 51,000
Capital reserve to capital
increase
30,000
1995.09.25 MOEAIC
Cert. No. 114340
1998 8 10 69,300,000 693,000 69,300,000 693,000
Surplus convert to capital
increase 63,000
1998.08.26 MOEAIC
Cert. No. 123965
1999 8 10 76,230,000 762,300 76,230,000 762,300 Surplus convert to capital
increase 69,300
1999.08.27 MOEAIC
Cert. No. 131554

Note 1:The annual data for the year ending should be filled to the date of publication of the annual report.

  • Note 2:The capital increase section should be filled with the effective (approved) date and certificate number.

  • Note 3:If shares have been issued at less than par value, such information shall be prominently indicated.

  • Note 4:Where equity contributions have been made by conversion of monetary claims against the company, or by the contribution of technical know-how required by the company, indicate this fact, and note the class and dollar amount of the shares paid for in this manner.

Note 5:Prominently indicate any instance of private placement.

69

(2)Classes of shares:

2021.04.24

(2)Classes of sh ares:
ares:
2021.04.24
Classes of shares Approved share capital Note
Circulatingshares Unissued shares Total
Common shares 76,230,000 0 76,230,000 Listed stock

Note:Indicate whether the stock is listed at the stock exchange market or listed company at the over the counter market stocks (It should be marked if it is restricted to be listed or traded on the counter).

(3)In the case of the issuance of securities by the self-registration, the relevant information on the approved amount, the scheduled issuance and the issued securities shall be disclosed:The Company does not issue of securities by self-registration, so it does not apply.

4-1-2.Structure of shareholders

2020.04.24

2020.04.2
Structure of shareholders Government
institution
Financial
institution
Other
institutions
Foreign
institution
and foreigner
Individual Total
Amount
Number ofpeople 0 2 45 27 6,701 6,775
Number of shares held 0 2,311,000 27,403,481 25,515,764 20,999,755 76,230,00
% shareholding 0.00% 3.03% 35.95% 33.47% 27.55% 100.00%

Note:The first listed (over the counter) company and emerging stock company should disclose the proportion of the shares held by the mainland; the mainland capital refers to the people, institutions, organizations and other institutions in the mainland or a company invested by the mainland people in a third region as stipulated in Article 3 of the Measures for Mainland People's Investment in Taiwan.

4-1-3.Dispersion of equity ownership:

(1)Common shares: 2021.4.24

Gradingof shareholding Number of shareholders Number of shares held % shareholding
1 to 999 1,524 114,029 0.15%
1,000 to 5,000 4,439 8,574,121 11.25%
5,001 to 10,000 460 3,618,940 4.75%
10,001 to 15,000 135 1,709,863 2.24%
15,001 to 20,000 81 1,481,000 1.94%
20,001 to 30,000 59 1,489,265 1.95%
30,001 to 50,000 36 1,444,000 1.90%
50,001 to 100,000 21 1,419,000 1.86%
100,001 to 200,000 6 890,681 1.17%
200,001 to 400,000 4 1,250,382 1.64%
400,001 to 600,000 2 954,000 1.25%
600,001 to 800,000 2 1,541,000 2.02%
800,000 to 1,000,000 0 0 0.00%
Above 1,000,0001 6 51,743,719 67.88%
Total 6,775 76,230,000 100.00%
  • (2)Preferred shares:The Company does not issue preferred shares.

  • 4-1-4.List of principal shareholders

2021.04.24

.List of principal shareholders 2021.04.24
Name of Principal shareholder Number of shares held % shareholding
Koito ManufacturingCo., Ltd. 24,774,750 32.50%
Da Wei Investment Enterprise Co.,Ltd. 20,797,622 27.28%

70

CathayLife Insurance Co.,Ltd. 1,900,000 2.49%
Yi HengInvestment Co.,Ltd. 1,759,258 2.31%
KuoQi Min Investment Co.,Ltd. 1,257,601 1.65%
Wu Chun I 1,254,488 1.65%
Jin Hao Investment Co.,Ltd. 795,000 1.04%
Yuan HongInvestment Co.,Ltd. 746,000 0.98%
DongAn Investment Co.,Ltd. 543,000 0.71%
Taiwan Life Insurance Co.,Ltd. 411,000 0.54%

Note:The total number of shares held is more than 5% or the proportion of shares accounts for the top ten shareholders.

4-1-5.(1)Price per share, net worth, surplus, dividends and related information in the last two

years

years years
Item Year 2019 2020 The year till
March 31,2021
(Note 8)
Per share
price
(Note 1)
Highest 69.90 65.70 57.00
Lowest 51.30 46.90 52.30
Average 62.13 57.29 54.53

Net value per
share
(Note 2)
Before distribution 24.95 23.09 23.36
After distribution 20.95
Earnings per
share
Weighted average number of shares 76,230,000 76,230,000 76,230,000

Earnings per share (note 3)
4.73 2.10 0.28
Dividend per
share

Cash dividends
4.0
Stock dividends Dividends from Retained Earnings

Dividends from Capital Reserve

Accumulated unpaid (Note 4)
Investment
compensation
Analysis

Price to earning ration (note 5)
13.14 27.28 48.69

Price to dividend ratio (note 6)
15.53

Cash dividend yield (note7)
6.44

 When carrying out a capital increase out of earnings or capital reserves, it shall
disclose information on market price and cash dividends per share adjusted
retroactively for the post-increase number of shares.
  • Note 1:The highest and lowest market prices for each year are listed, and the average market price for each year is calculated based on the annual transaction value and volume.

  • Note 2:Using the number of the outstanding issued shares at year end as the basis and fill in the details based on the resolution passed by the shareholders' meeting regarding distribution in the following year.

  • Note 3:If it is necessary to make adjustments retroactively due to situations such as issuance of bonus shares, the earnings per share before and after the adjustments should be listed.

  • Note 4:If the conditions of the equity issuance require that dividends not yet distributed for the year be accumulated and paid out in a later year with positive earnings, the dividends that have been accumulated up to the current year and not yet distributed shall be disclosed separately.

  • Note 5:Price-earnings ratio=Year’s average per share closing price / earnings per share.

  • Note 6:Price-dividend ratio=Year’s average per share closing price / cash dividend per share.

  • Note 7:Cash dividend yield=Cash dividend per share / year’s average per share closing price.

  • Note 8:The net value per share and earnings per share should be filled in with the information of the account audited (audited) in the most recent quarter of the annual report date; the remaining columns should be filled up to the date of publication of the annual report.

  • 4-1-6.Dividend policy and implementation status: Considering the future capital needs and long-term financial planning, if the company

71

makes a surplus after the final accounts, besides paying the tax on profit income and making up the losses of the previous year, a provision of 10% is the statutory surplus reserve and a special surplus reserve is provided for the amount of the shareholders' equity deduction in the current year. If there is any balance, the dividend distribution ratio and cash dividend distribution ratio of the preceding paragraph shall be proposed to the board of directors the case of surplus distribution and submitted to the shareholders' general meeting for resolution. More than 50% of the accumulated undistributed surplus in the previous year shall be allocated as shareholder dividends, and the cash dividend portion shall not be lower than the 50% of the total shareholder's dividends.

The dividend policy as above was approved by the board of directors meeting on March 18, 2016, and was passed by the shareholders' meeting on June 13, 2016. The proposed distribution of cash dividends of NT$1.3 per share by the board of directors has yet to be approved at the shareholders' meeting.

  • 4-1-7.Effect of the proposed stock dividends to be adopted by the Shareholders' Meeting on the operating performance and earnings per share:Not applicable

  • 4-1-8.Employee bonus and remuneration to Directors and Supervisors:

  • (1)Percentages and ranges of employee bonus and remuneration to Directors and Supervisors, as specified in the Company's Articles of Association

    • ①Employee compensation:According to Article 31 of the Articles of Association of the Company:

      • If the Company has profit in a given year, it shall distribute no less than 1% as employee bonus and the board of directors shall decide to distribute it as stock or cash. However, if the Company has accumulated losses, such profit shall first go towards offsetting such accumulated losses, and the employee's remuneration will be paid according to the proportion of the preceding paragraph.
    • ②Percentages and ranges of remuneration of Directors and Supervisors: The remuneration of directors, supervisors and the general manager is based on the general standard of the industry.

  • (2)The basis for estimating the amount of employee, director, and supervisor compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:

    • ①For the current period, the basis for estimating the employee's compensation and the actual distribution amount are calculated, and when there is a difference between the estimated amount and the estimated number:if there is profit every year, no less than one percent shall be distributed as employee compensation and the board of directors shall decide to distribute it as stock or cash. However, if the Company has accumulated losses, such profit shall first go towards offsetting such accumulated losses, and the employee's remuneration will be paid according to the proportion of the preceding paragraph. At the end of the year, if there is no significant change in the distribution amount as resolved by the board of directors, after being reported to the shareholders' meeting, the accounting estimates are treated and adjusted in the resolution of the shareholders' meeting.

    • ②For the current period, the basis for estimating the compensation of the directors and supervisors and the actual distribution amount are calculated, and when there is a difference between the estimated amount and the estimated number:There is no issue of remuneration of directors and supervisors in this current period.

    • ③In the current period, the accounting basis for the calculation of the number of shares distributed to the employees and the actual distribution amount is different from the estimated number of shares:There is no distribution of shares to the employees in the current period.

  • (3)The distribution of compensation as passed by the board of directors:

    • ①Employee compensation:

72

  - ❶Distribution of employee compensation:Cash NT$ 1,804,472.

  - ❷If there is a difference between the employee's remuneration and the annual estimated amount, the difference, reason and treatment shall be revealed: In 2021, the Board of Directors proposed to distribute the 2020 employees' compensation of NT$ 1,804,472 and there is no difference between the employee's compensation as set in the 2020 financial statements.
  • ②Distribution of remuneration for the directors and supervisors:There is no distribution of remuneration for the directors and supervisors.

  • ③The proportion of the employee's remuneration distributed as stock and the total net profit after tax and the total amount of employee compensation in the current period: there is no distribution of stock to the employee.

  • (4)The actual distribution of employee bonus and Director/Supervisor compensation for the previous fiscal year (with an indication of the number, value, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee bonuses and Director/Supervisor compensation, additionally the discrepancy, cause, and how it is treated:

  • ①The actual distribution of the employees’ compensation of the previous year: Cash of NT$ 4,528,618.

  • ②If there is a difference between the distribution of the employee's remuneration and the recognized amount, the difference, reason and treatment shall be revealed:

In 2020, the Board of Directors proposed to distribute the 2019 employees' compensation of NT$ 4,528,618 and there is no difference between the employee's compensation as set in the 2019 financial statements.

     - ③The actual distribution of compensation for the directors and supervisors of the previous year:There is no distribution of compensation for the directors and supervisors.

     - ④If there is a difference between the distribution of the remuneration of the directors and supervisors and the recognized amount, the difference, reason and treatment shall be revealed:There is no such situation.
  • 4-1-9.Stock buyback:The Company does not buy back the company shares, therefore it is not applicable.

  • 4-2.Issuance of corporate bonds:None

  • 4-3.Issuance of Preferred Stocks:None.

  • 4-4.Handling of overseas depositary receipts:The Company does not issue overseas depositary receipts, so it is not applicable.

  • 4-5.Exercise of Employee Stock Option Plan (ESOP):None.

  • 4-6.Restricting employee rights of getting new shares:None

  • 4-7.Mergers, Acquisitions or Issuance of New Shares for Acquisition of Shares of other companies:None.

  • 4-8.Implementation of Capital Allocation Plan:None.

  • 4-8-1.Project content:The company does not issue or privately raise securities, so it is not applicable.

  • 4-8-2.Implementation:

    • (1)The Company does not issue or privately raise securities, so it is not applicable.

    • (2)The company does not acquire or transfer other companies, expand or build new real estate, plant and equipment, so it is not applicable.

    • (3)The company does not use of funds for the transfer investment of other companies, so it does not apply.

    • (4)The company does not use funds for replenishing operating capital or paying off liabilities, so it is not applicable.

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5 An overview of operations

5-1.Business content

5-1-1.Scope of business

  • (1)The main contents of the company's business:

①Business operation includes the manufacturing, sales of automobiles, motorcycles and spare parts, as well as import and export trading.

②Manufacturing, processing and sales of parts for both aviation aircraft and ships.

  • ③Manufacturing, processing and sales of transportation machinery and its parts.

  • ④Manufacturing, sales, processing of machines, molds and related equipment for lighting, and import and export of trading.

  • ⑤CD01020 Manufacturing of rail vehicle and its parts.

  • ⑥F114080 Wholesales of rail vehicle and its parts.

  • ⑦C805050 Manufacturing of industrial plastic products.

  • ⑧CE01030 Manufacturing of optical instruments.

  • ⑨F113030 Wholesales business of precision instrument.

  • (2)The proportion of the company's business: Presently, the company's main business is concentrated in items (1) and (4), which accounts for more than 85% of the business.

  • (3)The company's current products (service):lamps and molds for automobiles, motorcycles, rail, aerospace and ships.

  • (4)New products (services) planned by the company:

  • ①Advanced headlights of motorcycles.

  • ②Mini LED BI PES headlights of motorcycles.

  • ③Microstructure optical application lamps.

  • ④Hyperboloid lens application lamps.

  • ⑤R&D on Adjustable lightness and low-energy LED headlights for MRT vehicles.

  • ⑥Product development on Special LED light tube for rail vehicles.

  • ⑦Aerospace lighting.

5-1-2.Industry overview:

(1)The present situation and development of the industry: The channels of automotive component sales can be divided as the provision for the use of OEM and ODM markets, and for provision of the after sales maintenance of the AM and OES markets. Due to the stringent quality requirements and control of the original auto parts, coupled with the problem of transportation, and the saturation of the domestic automobile market and it is not easy to expand the domestic demand market, hence, the local auto parts manufacturers are actively expanding their exports. Some companies have managed to become the global spare parts OEM of the international automobiles companies, exporting relatively more competitive products like headlights, metal sheets for the car body, automotive electronics, rims and bumpers. In accordance with the government’s promotion on track construction and in response to Taiwan’s unique urban and rural terrain features, the company hopes to reduce the distance between cities and people through vehicals on railways, rapid transit, light rail transportation, and others. Also hope to reduce the number of cars and motorcycles and the pollution in urban area to conserve more green space. Dayi prepared the technology of R&D and manufacturing on vehicle lamp, trying to expand to the LED lighting for track. The Company intended to uses LED lamps to reduce energy consumption , bring high efficiency and produce friendly products to the environmental protection.

The company continues to comply the government’s promotion and policies on “Indigenous Fighter Plane Program” and the autonomy of the aerospace industry. By obtaining the AS9100D certification for aerospace quality system and ISO9001 quality system, Dayi will actively continue to explore the business opportunities of the aerospace lighting market. Through military-industry cooperation, we analyze the data of international regulations and present overseas products to build solid

74

technological knowledge and competencies. Through industry-government-academic cooperation, we have invested in the development of exclusive lamps for the aviation industry.

  • (2)Connection of the upstream, mid-stream and the downstream industry: Automotive components are used by automotive manufacturers and maintenance factories for parts replacement. The materials can be divided into metal and non -metal components, including petrochemical, glass, steel, rubber, motor and electronics industries which cover quite an extensive range of industries. The following picture shows the upstream, middle and downstream industry correlation of the automotive components industry:

Upstream Mid-stream Downstream Plastic Automobile manufacturers Steel industry Spare parts of Petrochemical automobiles Glass Maintenance factories of Electrical automobiles Electronics

  • (3)Various development trends of products and competition: Development trends:

  • ①To improve the efficiency of the LED light source, and reduce the cost, and the continuous integration of LED into automobile headlights. Due to competition, the near and high beam lights are converted from monocular projection optical systems to multi-eye. In response to the flat streamline shape of the electric vehicle, the miniaturization of (12 X 30mm) matrix LED high / low beam projection has adopted and the physical appearance is more attractive. With the increasing popularity of LED light source and low prices, there is also a trend of using miniature far/near lights in one LED BI PES lamps in low-end locomotives.

  • ②Issues of safe driving are being discussed continuously around the world, besides the ADB night-time smart road driving control and safety aid like sequential directional lights, more active functions will be added to the car lights in the future to provide a safer environment for both the drivers and the pedestrians. The use of advanced headlights of motorcycles can also further enhance the lighting effect of motorcycles when turning, and can also achieve a safer driving environment. Corresponding to the future trend of auto driving, the use of ACC automatic car following system, millimeter-wave penetrable materials will be integrated into a large number of vehicle LOGO lamps. The added value of LOGO lamps will be enhanced through changes in the lampshade process.

  • ③In response to the market demand for all-LED lights and smart lamps, the research and development of ECU control systems for lamps and car body, combined with the continuous technological accumulation of domestic car manufacturers, in order to compete with international manufacturers. Automotive Software Process Improvement and Capability Determination (ASPICE) has become a necessary condition for makers to asses their suppliers. Therefore, it is necessary to import ASPICE to improve the software design ability in order to obtain the opportunity of receiving orders of software control lamps in the future.

  • ④In order to be differentiated, car manufacturers continue to innovate in shape and additional functions for car lights. For example, the logo lights used in backlight modules/microstructure optics are more homogenous than the mainstream diffuser or light guide block design. The logo lights and indoor atmosphere light also provide added value for car lighting fixtures. In addition, the mass production research and development of the hyperboloid lens application lamps

75

can solve the problem of traditional illuminating lamp lenses that are prone to dispersive blue light and long forming time; high cost, and the front fog lamp/corner lamp function can be integrated into a lamp body, and the manufacturing cost can be further reduced.

⑤MRT and Light rail vehicles, with streamlined car body and multi-functions, combined with the idea of road rights, continue to innovate in styling and additional functions, and develop localized business opportunities and marketing power for multi-functional LED lamp.

⑥By implementing localization and breaking through the existing international supply chain, the company develops special lamps for aviation aircraft in the trend of being thin and light, applicability and specificity, and continues to innovate in additional functions.

Competition situation:High-end products compete for technical capabilities, and medium and low-end products compete for cost.

5-1-3.Technology and R&D overview:

Technology and R&D overview: Technology and R&D overview: Technology and R&D overview: Technology and R&D overview:
(1)Research and development expenses incurred for the most recent year and up to the
date of publication of the annual report:Unit:NT thousands
Year of occurrence
2020
2019
As of the year
2021.03.31
Cost of research and development
178,836
199,992
41,319
Year of occurrence 2020 2019 As of the year
2021.03.31
Cost of research and development 178,836 199,992 41,319
  • (2)Technology or products that have been successfully developed in the most recent year and up to the date of publication:

①Minimized (20 X 40mm) matrix LED high/low beam PES motorcycles.

②ADB headlight optical and electronic control system module.

③Indoor atmosphere lighting system.

④Rail vehicles Par56 LED headlights and LED tubes.

⑤LED tube lights and photometric sensors in light rail vehicle compartments.

⑥AC on board LED boat work light / fish collection light.

5-1-4. Long-term and short-term business development plans:

Short-term:

(1)Actively strive for the Koito Group car lights and mold export orders.

(2)Strengthen lamp simulation technology to enhance product competitiveness.

(3)Obtain the international certification of the track quality management system and expand the business opportunities in the international market.

(4)Actively publish new technologies to domestic and foreign automakers to secure new product orders.

Long-term:

(1)Cotinue to improve customers’ satisfaction and to promote European markets.

(2)Develop new technologies, new products, find new customers, and to increase turnover.

  • (3)To improve LED optical design and research and development capabilities of electronic component, and shorten the development time of new products.

5-2.The market, production and sales overview

5-2-1.Market analysis

(1)Sales of major commodities (services) (providing) region:The company mainly focuses on OEM customers, and its sales regions mainly include Taiwan, Japan, China and the United States.

(2)Market shares: 80% in Taiwan.

(3)The future supply and demand and the growth of the market:

  • ①As the international economic growth tends to be more conservative, the car factory and the lamp factory will be more work closely to enhance the market competitiveness, and phasing out the weak and the strong remains is a new

76

opportunity for Ta Yih.

  • ②The popularization of LED headlamps in the future and the characteristics of high-degree-of-freedom design have pushed forward the competitive advantage of Ta Yih, the next round of Advanced Driving Beam (ADB), Ta Yih has made strategic alliances with the car factory-car light source factory-electronic control factory to start the preliminary pilot mass production.

  • ③Although the domestic car market has stagnated, but Ta Yih has globalization, and has grown steadily by cooperating with the Japan Koito Manufacturing Co., Ltd.

  • (4)Competitive niche:

  • ①Quality:

Actively promote various quality improvement activities. From design, development, production to shipment, we have achieved the total comprehensive quality management. The quality has reached the international first-class level presently and achieved high appraisal and consistent recognition from customers.

  • ②Cost:

❶Actively promote the low price reduction activities, from the globalization and localization of key materials, improvement of VA/VE to production efficiency and management efficiency, produce good results.

  • ❷Strengthen the profitability of the company by the construction of a complete original price management function and establishing a reasonable cost structure for the product.

  • ③Delivery:

With accurate delivery and excellent rapid design and development capabilities, and working with the automobiles manufacturers to change with trends and competing with each other leaves Ta Yih the only choice among the automobile manufacturers.

  • (5)Advantages and disadvantages of the development of the prospects, and the countermeasures:

  • ①Advantages

    • ❶Through the cooperation of design with Koito Group, the design technology and talent development can be strengthened.

    • ❷Expand the integration of technology with the Koito Group, allocation of resources and cooperation, and expand the mainland, North America and other markets.

    • ❸The participation of the each car maker in the development of cars for the Asia and the global, as well as the production and sales strategies of Koito Group, Ta Yih also participated in the development, production and sales of international division of lamps.

    • ❹The light molds that are exported to the United States, Japan, the mainland, South Africa and Southeast Asia won the praises of the customers; from now on, Tai Yih is committed to quality improvement, and to expand the export market.

  • ②Disadvantages and countermeasures

    • Disadvantage:Increase in cost. Countermeasure:

    • ❶VA/VE。

    • ❷Globalization and localization of raw materials and spare parts.

    • ❸Expand the scope of the supply chain, and integrate with the collaboration system of Fuzhou Koito Ta Yih, to optimize the adjustment on both sides of the straits and to source for low cost parts to be sold back to Taiwan.

    • ❹Instructions of Koito Group's centralized purchasing system, and to maintain and reduce the purchasing prices of materials.

    • ❺Pre-orders of raw materials.

    • ❻Rationalize the structure and material of the molds, and reuse of idle stock.

77

  - ❼Improvement of team work through the TPS activities and to increase productivity and production efficiency.

  - ❽Continue to reduce defects, reduce energy consumption, reduce the amount of consumables, and reduce production costs.
  • 5-2-2.Important application of major products and production processes:

  • (1)Important application of major products

Majorproducts Important application
(1) Lighting for cars For the car assembling industry.
(2) Lighting for motorcycles For motorcycle assembling industry

(2)Production of major products

①Manufacturing process of headlight:

①Manufacturing process of headlight: ①Manufacturing process of headlight: ①Manufacturing process of headlight: ①Manufacturing process of headlight: ①Manufacturing process of headlight: ①Manufacturing process of headlight: ①Manufacturing process of headlight: ①Manufacturing process of headlight: ①Manufacturing process of headlight: ①Manufacturing process of headlight: ①Manufacturing process of headlight:
Spare parts
manufacturing
process
PC

GL
Lamp
housing
coating
PC
forming

UV
hardening
hardening
BMC
forming

BMC
steaming
SPC
steaming
Assembling
process
Fast addition of nut cap
Assembly of reflection
mirror and base
Coatingof adhesive
Assembly of light
housingand RS
Pressing
Assembly of bulb and
wire
Airtight testing
Assembly of cover and
exhaustpipe
Light test
Shipment inspection
Packaging

78

②Manufacturing process of identification lamps (except for small lamps):

==> picture [454 x 538] intentionally omitted <==

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

Lamp
Spare housing base
forming formin
parts
and
manufacturing 、
coating
process coating
Hot embedding of
screws
Lock reflective lens
and heat shield
Ultras Ultrasonic
onic Rub hot processing
plate
bing
vibrat
ion
Assembling
process Cover of ligh housing
Assembly of wire
Tighten
Airtight test
Drain pipe, seal
decorative strip
Lighting test
Inspection of physical
appearance
Packaging and put
into basket
----- End of picture text -----

79

③Manufacturing process of small lights

==> picture [438 x 358] intentionally omitted <==

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

Lamp base
housing
Spare parts
forming forming
manufacturing 、 、
process coating coating
Locking of Tighten after
Stamping the iron piece
screw bolt framing
Pack heat Locking of ligh
Riveting the iron wire
shield housing
Ultrasonic
Riveting the handle
Assembling processing
process Airtight test Locking of screw bolt
Assembly of wire and
Tighten
light bulb
Inspection of physical
appearance
Packaging and put into
basket
----- End of picture text -----

(3) Supply status of the major raw materials:

(3) Supply status of the major raw materials:
Items
Supplyarea
PMMA Local(Chi Mei)
ABS Local(Chi Mei)
PP Local(Dynachem,Ginar TechnologyEngineeringPlastics)
AAS Local(Ginar,Chi Mei)
BMC Local(Wah HongIndustrial Corp.)
PC Local(Chi Mei,Toyota Tuosho Corporation),overseas(SABIC from HongKong)
PET+PBT Foreign(SABIC from HongKong)

80

  • (4)Setting forth the names of any suppliers (clients) that have supplied (sold) 10 percent or more of the company's procurements (sales) in the preceding 2 fiscal years, and the monetary amount and the proportion of such procurements (sales) as a percentage of total procurements (sales), and explaining the reason for any change in the amount:

  • ①Setting forth the names of any suppliers that have supplied 10 percent or more of the company's procurements in the preceding 2 fiscal years, and the monetary amount and the proportion of such procurements:

Unit:NT thousands

20 19 2020 Till the fir st quarter of 202 1
Item Name Amount Net annual
net
purchase
ratio (%)

Relationship
with
the issuer
Name Amount Net annual
net
purchase
ratio (%)

Relationship
with
the issuer
Name Amount Net purchase
ratio as of the
previous
quarter of the
current year
Relationship
with
the issuer
1 Company
A
834,107 22 None
Company A 737,370 20 None Company A 235,705 ~~(%)~~
23
None
2 Company
C
364,661 10 Director and
major
shareholder
Company C 403,969 11 Director and
major
shareholder
Company C 85,615 8 Director and
major
shareholder
Others 2,492,838 68 -
Others 2,552,083 69 - Others 716,170 69 -
Net
purchases
3,691,606 100 -

Net
purchases
3,693,422 100 - Net
purchases
1,037,490 100 -

Reasons for the increase or decrease of the purchase amount:The Company maintains a stable cooperative relationship with the suppliers, and the proportion of purchases is adjusted according to the quality, price and conditions of the company's demand.

②A list of any clients accounting for 10 percent or more of the company's total sales) amount in the 2 most recent fiscal years, the amounts sold to each, the percentage of total sales accounted for by each: Unit:NT thousands

20 19 2020 Till the fir st quarter of 202 1
Item Name Amount Net annual
sales of
goods (%)

Relationship
with the
issuer

Name
Amount Net annual
sales of
goods (%)
Relationship
with the issuer
Name Amount Net sales ratio
as of the
previous
quarter of the
currentyear
Relationship
with the issuer
1 Company C 1,537,697 29 None Company
C
1,281,609 27 None Company C 375,879 30 None
2
Company B 1,522,789 28 None Company B 1,279,655 26 None Company B 309,511 24 None
3
Company A 911,282 17 Director and
major
shareholder

Company A
951,920 20 Director and
major
shareholder
Company A 244,698 19 Director and
major
shareholder
Others 1,418,428 26 None Others 1,283,981 27 None Others 345,787 27 None
Net sales 5,390,196 100 - Net sales 4,797,165 100 - Net sales 1,275,875 100 -

Reasons for changes in sales volume:Due to the results of the company's consideration of market trends, product demand, research and development technology, profits and contracts with customers.

(5) Production value in the most recent two years: Unit:each/NT$ thousands

Year of occurrence 2019 2020
Majorproducts Production Yield Value Production Yield Value
Car lights 7,800,000 5,490,679 2,259,565 7,800,000 5,106,661 2,101,531
Molds 1,036 611 538,810 1,036 758 668,112
Others 54,981 14,363
Total 7,801,036 5,491,290 2,853,356 7,801,036 5,107,419 2,784,006

81

(6)Sales volume in the last two years: Unit : each/NT$ thousands

(6)Sales volume in the last two years: (6)Sales volume in the last two years: (6)Sales volume in the last two years: (6)Sales volume in the last two years: Unit : each/NT$ thousands Unit : each/NT$ thousands Unit : each/NT$ thousands Unit : each/NT$ thousands
Year 2019 2020
Major
products
Domestic sales Export Domestic sales Export
Sales
volume
Sales
value
Sales
volume
Sales
value
Sales
volume
Sales
value
Sales
volume
Sales
value
Car lights 2,584,036 1,737,272 13,656,351 2,353,823 2,537,102 1,661,788 11,456,957 1,863,548
Molds 248 522,926 194 190,114 94 293,497 240 440,675
Others 349,721 236,340 321,053 216,604
Total 2,584,284 2,609,919 13,656,545 2,780,277 2,537,196 2,276,338 11,457,197 2,520,827

5-3.The number of employees employed for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report, their average years of service, average age, and education levels (including the percentage of employees at each level): Unit:person/year

Year of occurren ce 2019 2020 As of the year
2021.03.31
Number of employees Salesperson 18 20 18
Management staff 377 372 363
Factory personnel 441 473 476
Total 836 865 857
Average age 41 41 41
Average serviceyears 12 12 11
The educational background breakdown PhD. 0 0 0
Master degree 102 101 98
College 404 417 415
Senior high school 265 281 277
Below senior high school 65 66 67

5-4.Disbursements for environmental protection

  • 5-4-1.Total losses (including damage awards) and fines for environmental pollution for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report:None.

  • 5-4-2.The measures (including corrective measures) and possible disbursements to be made in the future:Not applicable.

5-5.Labor relations

  • 5-5-1.Any employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests:

  • (1)Implementation of employee benefits:

    • ①All employees participate in labor insurance, national health insurance and group insurance:

      • All employees of the company participate in labor insurance and national health insurance. All employees of the company are free to participate in group insurance. The insurance coverage is personal life insurance (disability payment, death payment, etc.) and accidental injury death payment.
    • ②Regular health inspection for the employees:

      • To ensure the health of the employees, the company not only provides regular free health inspections, but also provides special health checks to certain operators. In October 2020, the Tainan Municipal Hospital was arranged to carry out health inspections for the employees at the factory with 320 employees’ been checked. Two courses related to the health check been held (Physical fitness and Healthy position) with 82 participants.

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③Free dormitory for employees who stay far away.

  • ④Purchase games and fitness equipment and provide the employees to use at no cost.

  • ⑤Provide employee meal allowance, set up a restaurant for employees to dine, and have a sales department for colleagues.

  • ⑥Distribute meal allowance for the year-end annual dinner.

  • ⑦Provide the colleagues free flu vaccine injection on January and December 2020.

⑧Set up a breast feeding room for female worker to breast feed after birth.

⑨To arrange for a doctor to visit the company once a month and to provide medical advice and assistance to colleagues.

⑩Engage a legal consultant to provide colleagues with legal advice and services at any time.

⑪For those on business trips, their travel insurance shall be covered by the company.

⑫Establish a staff welfare committee to handle employee welfare matters:

The Company established the Staff Welfare Committee on July 8, 1980, which is responsible for the welfare of all employees. At present, there are 25 members, except for one of the designated member (executor of business), which is appointed by the company, the rest are elected among the workers. Meeting is held every two months, and an extraordinary meeting will be held when needed, discussing the employee's fringe benefits, and to ensure that the committee is doing a good job.

Weekday activities include:

❶Issuing birthday monetary gifts for employees and vouchers for mother's day.

  • ❷Issuing monetary gifts for the Dragon Boat Festival, Mid-Autumn Festival and the Spring Festival.

❸Issue monetary gifts for new weds employees, and subsidies for funerals.

❹Issue employee hospitalization condolences for injuries.

❺Issue maternity grant.

❻Hold free employees' domestic tourism on Aug 2020.

  • ❼Sponsor the activitie fee for colleagues’ social activity, such as baseball and basketball club, etc.

❽Sign up special domestic stores and to provide complete and high-quality consumer information to the colleagues.

(2)Implementation of continuous study and training for employee

  • ①Continuously cultivate talents, assist colleagues to grow, and improve the quality of human resources.

  • ②In order to implement the company's education and training concepts and fully utilize its functions, the company's education and training system is divided as:

  • ❶In-plant training: The annual company's education and training program is drawn up by the company's human development department. The company's supervisors or colleagues who receive training outside are appointed as lecturers, and the knowledge of the company's colleagues is passed on. ⓐTraining for new comers.

    • ⓑStrata training: distinguish between managerial level, section class, group level etc.

    • ⓒProfessional training:distinguish between talent development, safety environment, production, quality, original price, development and other types of courses.

  • ❷Off-site and overseas training: In addition to the planned education and training in the factory, the staff of each department may send personnel to participate in training courses sponsored by various off-site training institutions.

  • ❸On job training:Each department of the company develops departmental

83

training programs every year. The heads of the departments or the peers who have been trained will be appointed as lecturers, and are responsible for the passing on the knowledge.

In 2020, a total of 77 in-plant training courses were conducted, with 254 hours of training and there were 4,900 participants.

In 2020, a total of 78 people participated in 47 training courses outside the factory.

In addition, in order to improve the language proficiency and human quality standards of all colleagues, English and Japanese courses are conducted to equip the staff to meet the needs at work and further explore the international market to achieve sustainable management. In 2020, a total of 15 English and Japenses courses were arranged with total of 112 participants.

  • (3)Implementation of retirement system:

In order to ensure a stabilize life for the employees after retirement, the company established the retirement scheme for employees according to law, and established the Labor Retirement Reserve Supervision Committee on August 25, 1987, and set a retirement reserve of 2% per month based on the total salary, which is deposited in a special account at the Bank of Taiwan. This is for protecting the rights and interest of the laborers, and by the end of each year, if the balance of the account is insufficient to pay the amount of the pension calculated in accordance with the above-mentioned retirement conditions for the next year, the difference will be set at the end of March of the following year.

Since July 1st, 2005, the Republic of China has adopted a new government retirement system in parallel with the old. Employees who choose the pension system with the Labor Pensions Regulations are required to pay 6% of their monthly salary to the individual pension account of the Labor Insurance Bureau. Those who wish to pay voluntarily, and the voluntary payment rate is deducted from the employee’s monthly salary to the individual pension account of the Labor Insurance Bureau.

Base on thee applicable provisions of the Labor Pensions, the Regulations of the company are as follows:

  • ①Voluntary retire :

Employees meeting any one of the following conditions may opt for voluntary retire (In accordance with the regulations, the person who chooses the labor pension regulations):

  • ❶Those who have worked for more than 15 years and have reached the age of 55.

❷Those who have worked for more than 25 years.

  • ❸Those who have worked for more than 10 years, and have reached the age of 60.

  • ②Forced retirement:

The company may not force its employee to retire if the employee does not meet any of the following circumstances.

  • ❶Have reached 65 years.

❷Workers who are at a loss of mind or physically disabled to carry the job. The age specified in the first paragraph of the preceding paragraph, for workers capable of handling dangerous or physically fit for special tasks, shall be submitted to the central competent authority for approval and adjustment, but they must not be less than 55 years old.

  • ③Criteria for pension grant:

❶The working years before and after the application of Labor Standard Acts, and continuing to apply the Labor Standard Acts pension requirement in accordance with the Labor Pensions Ordinance, the pension given is based on the standards in accordance with Articles 84-2 and 55 of the Labor Standard Acts.

  • ❷Those who have the working years of the preceding paragraph and who are

84

forced to retire in accordance with Article 35, paragraph 1 (2) of the Labor Standards Law, loss of mind or physically disabled due to carrying out their duties, in accordance with Article 55, Item 1 of the Labor Standards Law, the provisions will be an addition of 20%.

  • ❸For employee who is the subject to the pension provisions of the Labor Pensions Regulations, the company pays a 6% of the monthly salary of the employees’ personal pension accounts.

  • ④Payment of pension:

The company shall pay the employee's pension and pay it within 30 days from the employee's retirement date.

(4)Reduce the incidence of occupational disasters among employees: In order to establish a zero-disaster, zero accident, healthy and comfortable working environment, the company passed the OHSAS-18001 Occupational Safety and Health Management System Certification in December of 2002 and obtained revision of ISO45001 in August of 2020, and promised that the company's operation and production activities continue to meet the requirements of the government's occupational safety and health regulations. The company will continue to implement disease and injury prevention, and implementation of workplace health management to ensure employees' physical and mental health The annual safety and health activities for 2019:

①Zero disaster activities

❶Continue inspection of internal safety and health, and improvement.

❷Hold “Sanitation Month event” to enhance the safety awareness of all staff.

❸Strengthening of change management to prevent possible risks and hazards due to changes in personnel, mechanical equipment, raw materials, process technology, operation and maintenance, and operating environment.

②Promotion of physical and mental health

Implementation of the plan on "illness due to abnormal work load, human-induced hazards, prevention of workplace malpractices and maternal protection".

③Prevention of fire and disasters

❶Management of fire prevention of high risk fire and explosion areas.

❷Maintenance and improvement of fire safety facilities.

❸Management of hot work.

  • (5)Other important agreements:None

  • 5-5-2.Any loss sustained as a result of labor disputes in the most recent fiscal year, and during the current fiscal year up to the date of publication of the annual report, an estimate of losses likely to be incurred in the future, and indicate mitigation measures to be taken:

The relationship between the company's labor and management is still harmonious, because the leaders at all levels of the company take care of their colleagues, and take the initiative to discover problems and solve problems at any time, and all management rules and regulations concerning employee rights and interests are in accordance with the provisions of the Labor Law, so in the recent year and up to the end of the annual report, there is no labor disputes or labor agreement, and the company will continue to work on reducing labor disputes, maintain labor and capital harmony, and create a double win for both. In the case of active promotion and implementation of various employee welfare measures, there should be no loss due to labor disputes.

  • 5-6.Important contracts:

Supply/sales contracts, technical cooperation contracts, engineering/construction contracts, long-term loan contracts, and other contracts that would affect shareholders' equity, where said contracts were either still effective as of the date of publication of the annual report, or expired in the most recent fiscal year:

85

Nature of the
contract
Litigant The commencement
date of the contract
Major content The
restrictive
clauses
Technical
cooperation
USA WAVIEN May 16,2003~
May 31, 2021
Scope of technological offers
And related rights and obligations

Technical
cooperation
Koito Manufacturing
Co., Ltd.
April 23, 2019~
April 22, 2022
Scope of technological offers
And related rights and obligations
Technology
transfer
Fuzhou Koito Ta Yih
Automotive Lamp
January 1, 2020~
December 31, 2022
Scope of technological offers
And related rights and obligations
Technology
transfer
National Cheng Kung
University
January 15, 2014~
January 14, 2021
Scope of technological offers
And related rights and obligations

86

6 Financial status

6-1.The recent five-year simplified balance sheet and consolidated income statement - 6-1-1.Information of the condensed balance sheet and consolidated income statement - Adopts the international financial reporting standards consolidated

(1)Condensed balance sheet of the most recent five years Unit:NT$ thousands

Year of occurrence
Items
Current assets
Year of occurrence
Items
Current assets
Financial information of the most recent five years (note) Financial information of the most recent five years (note) Financial information of the most recent five years (note) Financial information of the most recent five years (note) Financial information of the most recent five years (note) As of the year
2021.03.31
Financial
information
2016 2017 2018 2019 2020
2,061,395 2,308,382 2,003,960 2,190,901 2,213,313 2,107,516
Investment accounted for usingthe equitymethod 404,770 412,253 406,241 393,213 332,286 327,564
Property, plants and equipment 1,028,495 1,010,568 966,815 976,469 1,026,160 994,737
Intangible assets 18,924 17,180
Other non-current assets 145,884 56,480 75,025 76,473 79,093 98,971
Total net assets 3,640,544 3,787,683 3,452,041 3,637,056 3,669,776 3,545,968
Current Before distribution 1,495,416 1,577,498 1,345,910 1,497,087 1,723,562 1,580,992
liabilities After distribution 1,891,812 1,973,894 1,635,584 1,802,007
Non-current liabilities 291,826 275,160 257,526 238,352 185,885 184,623
Total liabilites Before distribution 1,787,242 1,852,658 1,603,436 1,735,439 1,909,447 1,765,615
After distribution 2,183,638 2,249,054 1,893,110 2,040,359
Equity Attributed to Shareholders of the Parent
Company
1,853,302 1,780,353
1,935,025 1,848,605 1,901,617 1,760,329
Share capital 762,300 762,300 762,300 762,300 762,300 762,300
Capital reserve 60,472 60,472 60,605 60,736 60,832 60,924
Reserved Before distribution 1,046,069 1,134,859 1,054,592 1,119,941 974,660 995,966
earnings After distribution 649,673 738,463 764,918 815,021
Other equity -15,539 -22,606 -28,892 -41,360 -37,463 -38,837
Treasurystock
Non controllinginterest
Total equity Before distribution 1,853,302 1,935,025 1,848,605 1,901,617 1,760,329 1,780,353
After distribution 1,456,906 1,538,629 1,558,931 1,596,697

Note:The financial information of each of the above has been verified by the certified accountant cxcept for the financial information of the first quarter of 2021, which has been reviewed by the accountant.

(2)The condensed comprehensive income statement of the most recent five years

Unit:NT$ thousands

Unit:N Unit:N Unit:N Unit:N Unit:N T$thousands
Year of occurrence
Items
Financial information of the most recent fiveyears (note) As of the year
March 31, 2021
~~Financial~~
2016 2017 2018 2019 2020
Operating revenue 5,900,257 6,197,390 5,703,811 5,390,196 4,797,165 1,275,875

Operating grossprofit
1,021,242 1,081,191 830,987 967,870 673,534 155,866
Operatingnet income 458,566 504,164 277,019 411,978 186,734 28,838
Non-operating income and
expenses
121,455 81,807 93,783 36,373 -8,105 -2,163
Netprofit before tax 580,021 585,971 370,802 448,351 178,629 26,675
Netprofit after tax 497,308 499,364 319,207 360,457 159,750 21,306
Other comprehensive profit and
loss (net after tax)
-50,228 -21,245 -9,364 -17,902 3,786 -1,374

Current comprehensive profit and
loss
447,080 478,119 309,843 342,555 163,536 19,932
Net income attribute to the
shareholder of theparent company
497,308 499,364 319,207 360,457 159,750 21,306
Net profit attributable to
non-controlling interests

Comprehensive profit and loss
attributed to the shareholders of
theparent company
447,080 478,119 309,843 342,555 163,536 19,932
Comprehensive profit and loss
attributed to non- controlling
interest
Earning per share(NT$) 6.52 6.55 4.19 4.73 2.10 0.28

87

  • Note:The financial information of each of the above has been verified by the certified accountant cxcept for the financial information of the first quarter of 2021, which has been reviewed by the accountant.

  • 6-1-2.Information of condensed balance sheet and consolidated income statement - Adopt the International Financial Reporting Standards - individual

    • (1)Condensed balance sheet of the most recent five years Unit:NT$ thousands
Year of occurrence Year of occurrence Financial information of the most recent fiveyears (note) Financial information of the most recent fiveyears (note) Financial information of the most recent fiveyears (note) Financial information of the most recent fiveyears (note) Financial information of the most recent fiveyears (note)
Items 2016 2017 2018 2019 2020
Current assets 2,060,237 2,307,356 2,002,940 2,189,941 2,212,453
Investment accounted for using the
405,928 413,279 407,261 394,173 333,146
equitymethod
Property, plants and equipment 1,028,495 1,010,568 966,815 976,469 1,026,160
Intangible assets 18,924
Other non-current assets 145,884 56,480 75,025 76,473 79,093
Total net assets 3,640,544 3,787,683 3,452,041 3,637,056 3,669,776
Current Before distribution 1,495,416 1,577,498 1,345,910 1,497,087 1,723,562
liabilities After distribution 1,891,812 1,973,894 1,635,584 1,802,007
Non-current liabilities 291,826 275,160 257,526 238,352 185,885
Before 1,787,242 1,852,658 1,603,436 1,735,439 1,909,447
Tl libilii
ota ates After distribution 2,183,638 2,249,054 1,893,110 2,040,359
Equity Attributed to Shareholders
1,853,302 1,935,025 1,848,605 1,901,617 1,760,329
of the Parent Company
Capital stocks 762,300 762,300 762,300 762,300 762,300
Capital reserve 60,472 60,472 60,605 60,736 60,832
Reserved Before distribution 1,046,069 1,134,859 1,054,592 1,119,941 974,660
earnings After distribution 649,673 738,463 764,918 815,021
Other equity -15,539 -22,606 -28,892 -41,360 -37,463
Treasurystock
Non-controllinginterest
Before distribution 1,853,302 1,935,025 1,848,605 1,901,617 1,760,329
l i
Tota equty After distribution 1,456,906 1,538,629 1,558,931 1,596,697

Note:The financial information of the above years is certified by by certified public accountant.

  • (2)The condensed comprehensive income statement of the most recent five years

Unit:NT$ thousands

Unit:NT$thousands Unit:NT$thousands Unit:NT$thousands Unit:NT$thousands Unit:NT$thousands
Year of occurrence
Items
Financial information of the most recent five years (note)

2016

2017

2018

2019

2020
Operating revenue 5,900,257 6,197,390 5,703,811 5,390,196 4,797,165

Operating grossprofit
1,021,242 1,081,191 830,987 967,870 673,534
Net income 458,614 504,211 277,060 412,020 186,789
Non-operatingincome and expenses 121,407 81,760 93,742 36,331 -8160
Netprofit before tax 580,021 585,971 370,802 448,351 178,629
Netprofit after tax 497,308 499,364 319,207 360,457 159,750
Other comprehensiveprofit and loss(net after tax) -50,228 -21,245 -9,364 -17,902 3,786
Current total comprehensive income 447,080 478,119 309,843 342,555 163,536
Earningsper share(NT $) 6.52 6.55 4.19 4.73 2.10

Note:The financial information of the above years is certified by an accountant.

  • 6-1-3.The name of the certified public accountant in the past five years and the verification opinions
opinions
Year of 2016 2017 2018 2019 2020
Accountant
Name
Hung-Ju Liao Hung-Ju Liao Hung-Ju Liao Chi-Chen Li Chi-Chen Li
Chi-Chen Li Chi-Chen Li Chi-Chen Li Chao-Chin Yang Chao-Chin Yang
Checked
opinion
Unqualified
opinion
Unqualified
opinion
Unqualified
opinion
Unqualified
opinion
Unqualified
opinion

88

6-2.Financial analysis for the past five years

6-2-1.Financial analysis-adopts international financial reporting standard-Consolidated:

6-2-1.Financial analysis-adopts inte 6-2-1.Financial analysis-adopts inte rnational financial reporting standard-Cons rnational financial reporting standard-Cons rnational financial reporting standard-Cons rnational financial reporting standard-Cons rnational financial reporting standard-Cons olidated:
Year (Note 1)
Item analysed(note 2)
Financial analysis of the most recent fiveyears As of the year
2021.03.31
2016 2017 2018 2019 2020
Financial
structure (%)
Debt to asset ratio: 49.09 48.91 46.45 47.72 52.03 49.79
Long term fund to property, plant and
Equipment Ratio
208.57 218.71 217.84 219.15 189.66 197.54
Debt service
ability
Current ratio 137.85 146.33 148.89 146.34 128.42 133.30
Quick ratio 81.07 83.78 73.88 67.89 67.55 61.54
Interest coverage folds 811.09 578.88 443.48 278.27 65.35 35.69
Operational
ability

Account receivables’ turnover rate
(times)
5.35 5.80 6.16 6.51 5.11 6.24
Average sales days 68 63 59 56 71 58

Inventory turnover rate(times)
7.30 6.95 5.87 5.49 4.65 4.80

Account payables turnover
rate(times)
5.03 5.33 5.76 5.73 4.83 5.72
Average sales days 50 53 62 66 78 76

Property, plants and equipment
turnover rate (times)
5.87 6.08 5.77 5.55 4.79 5.20
Turnover rate of total assets(times) 1.62 1.67 1.58 1.52 1.31 1.46
Profittability Return on assets(%) 13.65 13.47 8.84 10.21 4.43 2.52
Return of equity (%) 27.32 26.36 16.87 19.22 8.72 4.68

Proportion of pre-tax profit to paid
up capital(%)
76.09 76.87 48.64 58.82 23.43 3.50

Net income margin(%)
8.43 8.06 5.60 6.69 3.33 1.67

Earnings per share (NT$)
6.52 6.55 4.19 4.73 2.10 0.28
Cash flow
Cash flow ratio
32.49 36.85 33.67 26.00 11.16 0.84
Fund flow adequacy ratio 84.15 77.83 79.47 83.58 71.34 78.38

Cash reinvestment ratio(%)
2.98 4.93 1.51 2.89 -3.37 0.39
Leverage Operational leverage 1.92 1.85 2.41 1.92 2.95 4.40

Financial leverage
1.00 1.00 1.00 1.00 1.02 1.03

Reasons for the changes in various financial ratios in the last two years: (If the increase or decrease does not reach 20%, the
analysis is exempted)
1.Reasons for the change in interest protection multiples:Mainly due to the decrease in the profit.
2.Reasons for the change in account receivables’ turnover rate (times) and average sales days:There’s a mass production of
new models of car lights in Q4 2020, resulting in the huge increase of receivables.
3.Reasons for the change in the return on assets:Mainly due to the decrease in the profit.
4.Reasons for the change in the return on equity:Mainly due to the decrease in the profit.
5.Reasons for the change in proportion of pre-tax profit to paid up capital:Mainly due to the decrease of net profit before
tax.
6.Reasons for the change in net income margin:Mainly due to the decrease in the profit.
7.Reasons for the change in earnings per share:Mainly due to the decrease in the profit.
8.Reasons for changes in cash flow ratio:Mainly due to the decrease in net cash inflows from business operations during the
period.
9.Reasons for changes in cash reinvestment ratio:Mainly due to the decrease in working capital.
10.Reasons for changes in operating leverage:Mainly due to the decrease in operating profit this year compared to the
previous period.

Note 1:The financial information of the past years has been certified by the certified public accountant exceptfor the financial information of the first quarter of 2021, which has been reviewed by the accountants.

Note 2:The calculation formula is as follows:

  • 1.Financial structure

  • (1) Ratio of liabilities to assets. = total liabilities / total assets.

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

  • 2.Debt service ability:

  • (1)Current ratio = Current asset/current liabilities

  • (2)Quick ratio= (Current assets-stock-prepaid expenses)/current liabilities.

  • (3) Interest coverage folds = Earnings before income tax and interest expenses /current

89

interest expenses

  • 3.Operational ability:

  • (1)Accounts receivables (including accounts receivable and notes receivable due to business) turnover rate= Net sales/average receivables for each period (including accounts receivable and notes receivable due to business)

  • (2)Average days for cash receipts= 365/account receivables turnover rate

  • (3)Inventory turnover rate = Cost of goods sold / average inventory

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

  • (5)Average days for sales of goods = 365/stock turnover rate

  • (6)Turnover rate for property, plant and equipment = Net sales / average net of real estate, plant and equipment

  • (7)Total assets’ turnover rate=Net sales/average of total assets

  • 4.Profitability

  • (1)Assets return ratio = [After-tax profit and loss + interest expense × (1 - tax rate)] / average total assets.

  • (2)Equity return ratio = Net income/Average equity

  • (3)Net Margin = Net Income / Net Sales

  • (4)Earnings per share= (Net Income Attributable to Shareholders of the Parent - Preferred Stock Dividend) / Weighted Average Number of Shares Outstanding

  • 5.Cash flow

  • (1)Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities

  • (2)Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend

  • (3)Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends)/ (Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital) (Note 5)

  • 6.Leverage

  • (1)Operating Leverage = (Net Sales - Variable Cost) / Income from Operations (note 6) (2)Financial Leverage = Income from Operations / (Income from Operations - Interest Expenses)

  • Note 3:The formula for calculating the earnings per share, the following should be paid when measuring:

  • 1.It is based on the weighted average number of ordinary shares, not based on the number of shares issued at the end of the year.

  • 2.Where there is a cash increase or treasury stock trader, the weighted average number of shares shall be calculated taking into account the circulation period.

  • 3.The surplus or capital increase being transferred to capital increase will be retrospectively adjusted according to the proportion of capital increase when calculating the earnings per share of the previous year and the semi-annual period, and there is no need to consider the issue period of the capital increase.

  • 4.If the preferred shares are non-convertible accumulated preferred shares, their annual dividends (whether issued or not) shall be the after-tax net profit reducing, or increasing after-tax net loss. If the preferred stock is non-cumulative, in the case of net profit after tax, the preferred stock dividend shall be deducted from the net profit after tax; if it is a loss, it shall not be adjusted.

  • Note 4:When analyzing the cash flow analysis, special attention should be paid to the following items when measuring:

  • 1.Net cash amount of operating activities refers to the net cash inflow of business activities in the cash flow statement.

  • 2.Capital expenditure refers to the number of cash outflows of capital investment per year.

  • 3.The increase in inventory is only included when the ending balance is greater than the beginning balance. If the inventory is reduced at the end of the year, it is calculated as zero.

  • 4.Cash dividends include cash dividends for ordinary shares and preferred shares.

90

  • 5.Gross property, plant and equipment refers to the total amount of property, plant and equipment before deducting accumulated depreciation.

  • Note 5:The issuer shall classify various operating costs and operating expenses into fixed and variable terms according to their nature. If it involves any estimation or subjective judgment, they shall pay attention to their rationality and maintain the consistency.

  • Note 6:If the company's stock has no par value or a par value other than NT$10, the calculation of the aforesaid capital ratio will be based on the equity ratio of the balance sheet to the parent company.

6-2-2.Financial Analysis - Adopting International Financial Reporting Standards – Individuals:

Individuals: Individuals:
Year (Note 1)
Item analysed (note 2)
Financial analysis of the most recent five years

2016

2017

2018

2019

2020

Financial structure
(%)

Debt to asset ratio:
49.09 48.91 46.45 47.72 52.03
Long term fund to property, plant and
Equipment Ratio
208.57 218.71 217.84 219.15 189.66
Debt service ability Current ratio 137.77 146.27 148.82 146.28 128.37
Quick ratio 80.99 83.71 73.80 67.83 67.50
Interest coverage folds 811.09 578.88 443.48 278.27 65.35
Operational ability
Account receivables’turnover rate (times)
5.35 5.80 6.16 6.51 5.11
Average sales days 68 63 59 56 71

Inventory turnover rate(times)
7.30 6.95 5.87 5.49 4.65

Account payables turnover rate(times)
5.03 5.33 5.76 5.73 4.83

Average sales days
50 53 62 66 78

Property, plants and equipment turnover rate
(times)
5.87 6.08 5.77 5.55 4.79
Turnover rate of total assets(times) 1.62 1.67 1.58 1.52 1.31
Profittability Return on assets(%) 13.65 13.47 8.84 10.21 4.43
Return of equity (%) 27.32 26.36 16.87 19.22 8.72

Proportion of pre-tax profit to paid up capital
(%)
76.09 76.87 48.64 58.82 23.43
Net income margin (%) 8.43 8.06 5.60 6.69 3.33

Earnings per share (NT$)
6.52 6.55 4.19 4.73 2.10
Cash flow
Cash flow ratio
32.49 36.85 33.67 26.00 11.17
Fund flow adequacy ratio 84.17 77.84 82.36 82.18 69.96

Cash reinvestment ratio (%)
2.98 4.93 1.51 2.89 -3.37
Leverage Operational leverage 1.92 1.85 2.41 1.92 2.95

Financial leverage
1.00 1.00 1.00 1.00 1.02

Reasons for the changes in various financial ratios in the last two years:(If the increase or decrease does not reach 20%, the
analysis is exempted)
1.Reasons for the change in interest protection multiples:Mainly due to the decrease in the profit.
2.Reasons for the change in account receivables’ turnover rate (times) and average sales days:There’s a mass production of
new models of car lights in Q4 2020, resulting in the huge increase of receivables.
3.Reasons for the change in the return on assets:Mainly due to the decrease in the profit.
4.Reasons for the change in the return on equity:Mainly due to the decrease in the profit.
5.Reasons for the change in proportion of pre-tax profit to paid up capital:Mainly due to the decrease of net profit before
tax.
6.Reasons for the change in net income margin:Mainly due to the decrease in the profit.
7.Reasons for the change in earnings per share:Mainly due to the decrease in the profit.
8.Reasons for changes in cash flow ratio:Mainly due to the decrease in net cash inflows from business operations during the
period.
9.Reasons for changes in cash reinvestment ratio:Mainly due to the decrease in working capital.
10.Reasons for changes in operating leverage:Mainly due to the decrease in operating profit this year compared to the
previous period.
  • Note 1:The financial information of the above years has been certified by the certified public accountant.

Note 2:The calculation formula is as follows:

  • 1.Financial structure

  • (1) Ratio of liabilities to assets. = total liabilities / total assets.

91

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

  • 2.Debt service ability:

  • (1)Current ratio = Current asset/current liabilities

  • (2)Quick ratio= (Current assets-stock-prepaid expenses)/current liabilities.

  • (3) Interest coverage folds = Earnings before income tax and interest expenses /current interest expenses

  • 3.Operational ability:

  • (1)Accounts receivables (including accounts receivable and notes receivable due to business) turnover rate= Net sales/average receivables for each period (including accounts receivable and notes receivable due to business)

  • (2)Average days for cash receipts= 365/account receivables turnover rate

  • (3)Inventory turnover rate = Cost of goods sold / average inventory

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

  • (5)Average days for sales of goods = 365/stock turnover rate

  • (6)Turnover rate for property, plant and equipment = Net sales / average net of real estate, plant and equipment

  • (7)Total assets’ turnover rate=Net sales/average of total assets

  • 4.Profitability

  • (1)Assets return ratio = [After-tax profit and loss + interest expense × (1 - tax rate)] / average total assets.

  • (2)Equity return ratio = Net income/Average equity

  • (3)Net Margin = Net Income / Net Sales

  • (4)Earnings per share= (Net Income Attributable to Shareholders of the Parent - Preferred Stock Dividend) / Weighted Average Number of Shares Outstanding

  • 5.Cash flow

  • (1)Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities

  • (2)Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Five-year Sum of Capital Expenditures, Inventory Additions, and Cash Dividend

  • (3)Cash Flow Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends)/ (Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital) (Note 5)

  • 6.Leverage

  • (1)Operating Leverage = (Net Sales - Variable Cost) / Income from Operations (note 6)

  • (2)Financial Leverage = Income from Operations / (Income from Operations - Interest Expenses)

  • Note 3:The formula for calculating the earnings per share, the following should be paid when measuring:

  • 1.It is based on the weighted average number of ordinary shares, not based on the number of shares issued at the end of the year.

  • 2.Where there is a cash increase or treasury stock trader, the weighted average number of shares shall be calculated taking into account the circulation period.

  • 3.The surplus or capital increase being transferred to capital increase will be retrospectively adjusted according to the proportion of capital increase when calculating the earnings per share of the previous year and the semi-annual period, and there is no need to consider the issue period of the capital increase.

  • 4.If the preferred shares are non-convertible accumulated preferred shares, their annual dividends (whether issued or not) shall be the after-tax net profit reducing, or increasing after-tax net loss. If the preferred stock is non-cumulative, in the case of net profit after tax, the preferred stock dividend shall be deducted from the net profit after tax; if it is a loss, it shall not be adjusted.

  • Note 4:When analyzing the cash flow analysis, special attention should be paid to the following items when measuring:

  • 1.Net cash amount of operating activities refers to the net cash inflow of business activities in the cash flow statement.

92

  • 2.Capital expenditure refers to the number of cash outflows of capital investment per year.

  • 3.The increase in inventory is only included when the ending balance is greater than the beginning balance. If the inventory is reduced at the end of the year, it is calculated as zero.

  • 4.Cash dividends include cash dividends for ordinary shares and preferred shares.

  • 5.Gross property, plant and equipment refers to the total amount of property, plant and equipment before deducting accumulated depreciation.

  • Note 5:The issuer shall classify various operating costs and operating expenses into fixed and variable terms according to their nature. If it involves any estimation or subjective judgment, they shall pay attention to their rationality and maintain the consistency.

  • Note 6:If the company's stock has no par value or a par value other than NT$10, the calculation of the aforesaid capital ratio will be based on the equity ratio of the balance sheet to the parent company.

93

6-3.Report by auditing committee for the most recent year's financial statement

TA YIH INDUSTRIAL CO., LTD. Audit Committee’s review report

The financial statements of 2020 (including the consolidated financial statements) prepared by the board of directors have been certified by Chao-Chin Yang and Chi-Chen Li, CPAs of Deloitte Taiwan. We have audited these statements as well as the business report and the statement of earning distribution, and believe that they are prepared in accordance with applicable laws. Therefore, we hereby submit these documents for approval in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

This is submitted to

Annual Shareholders' Meeting of Ta Yih Industrial Co., Ltd. in 2021

Ta Yih Industrial Co., Ltd.

Convenor of Audit Committee:Wan-I Wu

Mar. 24, 2021

  • 6-4.Finalcial statements of the most recent fiscal year:Refer to P.103 Appendix 1.

  • 6-5.Certified Individual Financial Statements:Refer to P.104 Appendix 2.

  • 6-6.If the company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report :None.

94

7 Analysis of its financial position and financial performance, and risks

7-1.Review and analysis of financial status Unit:NT thousands;%

Year of occurrence
Items
2020 2019 Differences Differences
Amount %
Current assets 2,213,313 2,190,901 22,412 1
Investments accounted for using
the equitymethod
332,286 393,213 -60,927 -15
Property, plants,and equipment 1,026,160 976,469 49,691 5
Intangible assets 18,924 18,924
Other non-current assets 79,093 76,473 2,620 3
Total net assets 3,669,776 3,637,056 32,720 1
Current liabilities 1,723,562 1,497,087 226,475 15
Non-current liabilities 185,885 238,352 -52,467 -22
Total liabilities 1,909,447 1,735,439 174,008 10
Capital stocks 762,300 762,300 0
Capital surplus 60,832 60,736 96 0
Retained Earnings 974,660 1,119,941 -145,281 -13
Other equity -37,463 -41,360 3,897 9
Total equity 1,760,329 1,901,617 -141,288 -7
The annual report shall list the main reasons for any material change in the company's assets,
liabilities, or shareholders’ equity during the past 2 fiscal years, and describe the effect thereof.
1.Main reasons for major changes:changes greater than 20%, and the amount of change was
over NT $ 10 million:
(1)Changes in intangible assets:Mainly due to the increase of software and patent.
(2)Decrease in non-current liabilities:Mainly due to the decrease of non defined benefit
liabilities – non-current.
2.Significant effect:None.
3.Measures for future response:Not applicable.

Notes:If the change is less than 20% and the amount of change does not reach NT$10 million, it will not be explained.

7-2.Review and analysis of financial performance Unit:NT thousands

Year of occurrence
Item
2020 2019 Amount
increased(decre
ased)
Change
ratio
(%)
Change
Analysis
Operatingrevenue 4,797,165 5,390,196 -593,031 -11
Operating grossprofit 673,534 967,870 -294,336 -30 1
Operatingexpenses 486,800 555,892 -69,092 -12
Net income 186,734 411,978 -225,244 -55 1
Non-operating income and
expenses
-8,105 36,373 -44,478 -122 2
Netprofit before tax 178,629 448,351 -269,722 -60 1
Income tax expense 18,879 87,894 -69,015 -79 3
Net income for this reporting
period
159,750 360,457 -200,707 -56 1
Other comprehensive income 3,786 -17,902 21,688 -121 4
Total comprehensive income 163,536 342,555 -179,019 -52
Net income attributable to: the
owner of the company
159,750 360,457 -200,707 -56 1
Total comprehensive income
(loss) attributable to: the owner
of the company
163,536 342,555 -179,019 -52 4

95

The annual report shall list the main reasons for any material change (increase or decrease of the change rate of more than 20%) in operating revenues, operating income, or income before tax during the past 2 fiscal years, provide a sales volume forecast for the next year and the basis therefor, and describe the effect upon the company's financial operations as well as measures to be taken in response:

  • 1.Main reasons for major changes:

  • (1)The decrease in profit:mainly due to COVID-19 pandemic effects, the revenue decreased and the fixed cost control did not reduced at the same ratio, which resulted in the decrease on overall profit.

  • (2)Decrease in non-operating income and expenses:mainly due to the decrease in benefits adopting the equity method.

  • (3)The decrease in income tax expense:mainly due to the decrease in net profit before tax.

  • (4)Decrease in other comprehensive profit and loss:mainly due to the increase in the exchange difference in the conversion of the financial statements of foreign operating units from the previous period.

  • 2.Expected sales volume in the next year and its basis:

Base on the orders negotiated with the car manufacturers for the next year and the assessment of the future environment, the company expects the sales volume to increase in 2021 compared to 2020.

  • 3.Possible impact on future financial business:No significant impact.

  • 4.Measures for future response:Not applicable.

7-3.Analysis of cash flow

7-3-1.Analysis of changes in recent annual cash flow, improvement plan for insufficient

liquidity:

liquidity:
Year of occurrence
Item
2020 2019 Increase (Decrease) ratio
Cash flow ratio 11.16% 26.00% -57%
Fund Flow AdequacyRatio 71.34% 83.58% -15%
Cash reinvestment ratio -3.37% 2.89% -217%
1.Analysis of changes in recent annual cash flow:
(1)Decrease in cash flow ratio:
Mainly due to the decrease in net cash inflow from business operation.
(2)Decrease in fund flow adequacy ratio:
Mainly due to the decrease in the cash flow in the recent five fiscal years.
(3)Increase in cash reinvestment ratio:
Mainly the working capital for this period decreased compared to the previous period.
2.Corrective measures to be taken in response to illiquidity:Not applicable.
7- 3-2.Analysis of cash flow for the 3-2.Analysis of cash flow for the coming year Unit:NT thousands Unit:NT thousands
Initial stage
Balance
(1)
Throughout the year
Net cash flow
(2)
Annual cash
Outflow
(3)
Balance
(insufficient)
amount
(1)+(2)-(3)
Cash deficiency
remedy
Investment
plans
Financial
plan
108,164 5,201,495 5,225,238 84,421

Analysis of cash flow for the coming year (2021):

(1)Operating activities:

The sales revenue for 2021 is estimated to be stable, so business activities can generate net cash inflows.

(2)Investment activities:mainly paying for the purchase of fixed assets.

  • (3)Financing activities:mainly estimated cash dividends of NT$ 99,099 thousand.

  • 7-4.The effect upon financial operations of any major capital expenditures during the most recent fiscal year.

  • 7-4-1.Review and analysis of major capital expenditures and the funds sources:No significant capital expenditure in the recent years.

  • 7-4-2.Expected income:Not applicable.

  • 7-5.The company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, investment plans for the coming year:

96

7-5-1.Reinvestment policy:

The current investment scope of the Company is mainly manufacturing of lamps for automobiles and motorcycle industry.

7-5-2.Main cause for gains or losses:

The company's annual recognition losses of the affiliated companies adopting the equity method in the year 2020 was about NT $ 67,628 thousand, which came from the recognition of the losses of Fuzhou Koito Dayi Auto Lamp Co., Ltd. influences. The main reason for the losses in 2020 was due to the decline in capacity utilization.

7-5-3.Improvement plan for losses:

Continuous implementation of various cut cost activities.

  • 7-5-4.Investment plan for the coming year:None.

7-6.Risk analysis and evaluation

  • 7-6-1.The effect upon the company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future for the most recent fiscal year and as they stood on the date of publication of the annual report:

  • (1)The impact of changes in interest rates on the company's profit and loss and the

measures of future responses:

measures of future responses:
Item Financial report for 2020
Interest expense NT$2,776 thousand
Net income ratio 0.06%
Net profit before tax ratio 1.55%

①Effect on profit and loss

The interest expenses in 2020 was NT$ 2,776 thousand, which accounts for 0.05% of the revenue, and it has no significant impact on the company. The market interest rate for the first quarter of this year was comparable to last year, and the change is small.

②Measures for future response

The interest rate has little effect on the company's profit and loss, but the company usually maintains a good relationship with the bank, keeps abreast of interest rate changes, and adjusts the bank loan amount according to the capital cost of each bank.

  • (2)The effect upon the company's profits (losses) of exchange rate fluctuations and

response measures to be taken in the future:

esponse measures to be taken in the future:
Item Financial report for 2020
Net gain/loss on foreign currency exchange (NT$10,193 thousand)
Net income ratio 0.21%
Net profit before tax ratio 5.71%

The exchange rate fluctuations of the New Taiwan Dollar against the US dollar, Renminbi and the Japanese Yen have little impact on the Company's profit and loss. The Company has always paid attention to the exchange rate fluctuations in the international market and has continued to implement the following response measures:

  • ①The foreign currency received from sales of foreign products is used to pay up for the purchase of materials to generate foreign currency payables, using the nature of natural hedging to avoid most of the exchange risk Therefore, only financial instruments are needed to apply for the foreign currency net assets (liabilities) to avoid exchange rate fluctuation risks.

  • ②Keeps a close contact with the foreign exchange departments of financial institutions, collect relevant information on exchange rate changes at any time, fully grasp the international exchange rate trends and changes in information, and actively respond to the negative impact of exchange rate fluctuations.

  • ③In accordance with the Order of the Securities and Futures Commission, Ministry

97

of Finance on December 10, 2002 (2002), the Banking Certificate (1), No. 0910000610 "Regulations governing the Acquisition or Disposal of Assets by Public Companies" standardizes the procedures for trading financial derivatives and strengthens the risk control management system.

  • (3)The impact of changes in inflation on the company's profit and loss and the measures of future responses:

  • ①Effect on profit and loss

Inflation has no impact on the company's profit and loss. It is the company's consistent policy to maintain close and good cooperation with suppliers. Even if there is any inflation, the company can still obtain the most affordable price and the most adequate supply of raw material.

  • ②Future response measures

The inflation has not much impact on the finished products and raw materials of the company, but it will still pay close attention to the inflation situation, if necessary, appropriate action will be apply to the price of the finished products or pre-purchase raw materials, in order to reduce the impact of inflation on the company.

  • 7-6-2.The most recent fiscal year and as they stood on the date of publication of the annual report of the company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future:
Risk factor Policy Gains or losses
Main cause
Future
measures
High risk, high
leverage investment
The company focuses on its own
operations and does not engage in
high-risk, highly leveraged investments.
The Company has not engaged
in high-risk, high-leverage
investment in the recent years,
so it does not apply.
Not
applicable
Loans to others They are all handled in accordance with
the “Measures for the Management of
Funds and Others”, and the relevant
information is announced in accordance
with regulations.
There is no fund loan to others
in 2020, so it is not applicable.
Not
applicable
Endorsement/guarantee They are handled in accordance with the
Company's “Management of
Endorsements and Guarantees” and the
relevant information is announced in
accordance with regulations.
There is no endorsement or
guarantees made for the recent
years, so it is not applicable..
Not
applicable
Derivatives trading The derivative trading executed by the
Company in the most recent year are not
for trading purposes, and only hedge
foreign currency operations are taken to
reduce exchange rate fluctuations.
There is no derivative trading
in 2020, so it is not applicable.
Not
applicable

7-6-3.Future Research & Development plans and estimated investment in Research &

Development: Unit:NT$1,000

Development: Unit:NT$1,000
Item Topic Research and
development
expenses
Expected to
be completed
Production
time
Future research and
development is successful
Main influencing factors
1 R&D and the mass production of
Advanced headlights of motorcycles
10,000 2021 Function demand of the
market trend
2 R&D and the mass production of Mini
LED BI PES headlights of motorcycles
400 2021 Display effect and cost
structure

98

Item Topic Research and
development
expenses
Expected to
be completed
Production
time
Future research and
development is successful
Main influencing factors
3 R&D
and
the
mass
production
of
Microstructure optical application lamps
400 2021 Function demand of the
market trend
4 R&D and the mass production of
Hyperboloid lens application lamps
400 2021 Demand for changes in
shapes of car lights
5 R&D and the mass production of
Millimeter wave transparent materials
600 2021 Function demand of the
market trend
6 R&D of Electronic ASPICE import 1.230 2022 Function demand of the
market trend
7 R&D of Adjustable lightness and
low-energy LED headlights for MRT
vehicles
500 2021 Market expands or shrinks on
the changing market
8 Product development on Special LED light
tube for rail vehicles
500 2021 Display effect and cost
structure
9 R&D of aerospace lighting 2,000 2022 Break through on technology
know-how
  • 7-6-4.The impact of important changes in domestic and overseas policies and laws on the company's financial business and the corresponding measures:

There is no significant change in the domestic and overseas policies and laws. Response measures:The Company will continue to pay attention to relevant policy and legal changes and response immediately to the impact of changes.

  • 7-6-5.Effect on the company's financial operations of developments and measures to be taken in response in science and technology as well as industrial change: There is no obvious manufacturing or related technology change in the industry or market of the company, so there is no impact on the financial business. Response measures:

The Company will monitor the technological and industrial changes in technology, and will respond appropriately if there is any impact.

  • 7-6-6.Effect on the company's crisis management of changes in the company's corporate image, and measures to be taken in response:

  • The company's corporate image is good, with good profit in 2020 and the first quarter of 2021 and there is no bad image of the corporation.

  • Response measures:

The spokesperson of the company wholeheartedly welcomes calls from shareholders or the media.

  • 7-6-7.Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken: There is no acquisition or merging in the Company.

  • 7-6-8.Expected benefits and possible risks associated with any plant expansion and mitigation measures being or to be taken: The Company has no expansion of plant.

  • 7-6-9.Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken:None.

99

  • 7-6-10.Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken:None.

  • 7-6-11.Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken:

  • There is no change in the governance of the top management or personnel.

  • 7-6-12.Litigious and non-litigious matters. List major litigious, non-litigious or administrative disputes that: (1) involve the company and/or any company director, any company supervisor, the general manager, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company; and (2) have been concluded by means of a final and unappeasable judgment, or are still under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the company's securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute as of the date of publication of the annual report:None.

  • 7-6-13.Other important risk management measures:None.

  • 7-7.Other important matters:None.

100

8 Special items

8-1.Information related to the company's affiliates

The consolidated business report of the Affiliated Enterprise

8-1-1.The organizational chart of the affiliated enterprise

TA YIH INDUSTRIAL CO., LTD. Investment ratio 100% Shares holding Amount of investment US$ 50,000 Ta Yih International Investment Co., Ltd.

8-1-2.Basic information of each affiliates: Unit:$

Name of Enterprise A. Date of
Establishment
Address Paid-in capital Primary
business items
or Production
Ta Yih International
Investment Co., Ltd.
1995.11.17 Omar Hodge Building,
Wickhams Cay I.P.O. Box 362,
Road Town, Tortola, British
Virgin Islands
USD 50,000
(1:28.1)
~~Items~~
Production
business
investment
  • 8-1-3.Information of shareholders of companies presumed to have a relationship of control and subordination:None.

  • 8-1-4.The industries covered by the business operated by the affiliates overall: British Virgin Islands Ta Yih International Investment Company.

8-1-5.The information of the directors, supervisors, and president of each affiliate:

Unit:$;Shares:%

Name of Enterprise Job title Name or representative Shares holding Shares holding Note
Number of
shares
(contribution)
Shareholding
ratio
(Contribution
ratio)
Ta Yih International
Investment Co., Ltd.
Chairman TA YIH INDUSTRIAL
CO.,LTD
Representative – Chun-I Wu
USD
50,000

100%

8-1-6.The overview of the operations of the affiliates: Unit:NT$1,000

Name of Enterprise Paid-in
capital
Assets
Total
value
Total
liabilities
Total
equity
Net
value
Business
revenue
Current other
comprehensive
income
Amount after
tax

Earnings per
share ($)
Amount after
tax
Ta Yih International Investment
Co., Ltd.

1,405
860 0 860 0 (53) (1.07)

101

  - 8-1-7.The Consolidated Financial Statements of Affiliated Enterprises: Please refer to the preceding item 6 of the “Financial Overview subparagraph 4 of (the certified consolidated financial statements of the 2020).

  - 8-1-8.Affiliation Report:None.
  • 8-2.Where the company has carried out a private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:None.

  • 8-3.The subsidiaries holding or disposal of the company’s shares in the company during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report:None.

  • 8-4.Additional description of other matters:None.

  • 9 If any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual reportNone.

102

Appendix 1

2020 Consolidate Financial Statements

103

Ta Yih Industrial Co., Ltd. and Subsidiaries

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

  • 1 -

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 the 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 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 did not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

Ta Yih Industrial Co., Ltd.

By

JUN YI WU Chairman March 24, 2021

  • 2 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Ta Yih Industrial Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Ta Yih Industrial Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

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 matter identified in the audit of the Group’s consolidated financial statements for the year ended December 31, 2020 is as follows:

  • 3 -

Sales Revenue

The operating revenue of Ta Yih Industrial Co., Ltd. and its subsidiaries mainly comes from the sale of automobile and locomotive lamps. As revenue from a particular customer changed significantly from the previous year, and whether revenue actually occurred is a predetermined risk in accordance with the Statement of Auditing Standards; therefore, the validity of revenue from the particular customer has been identified as a key audit matter. For the accounting policies related to operating revenue, refer to Table 4.

Our main audit procedures performed in respect of the above-mentioned key audit matter are as follows:

  1. We understood the internal controls related to revenue recognition and tested the operating effectiveness of the controls.

  2. We performed substantive tests on sales revenue, checked the customer's delivery records and other transaction vouchers and bank collection records, and checked whether the counterparty of the sales transactions is the same as the counterparty making payment, in order to determine that the sales transactions actually occurred.

Other Matter

We have also audited the standalone financial statements of Ta Yih Industrial Co., Ltd. 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 IFRS, IAS, IFRIC, and 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 supervisors, 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.

  • 4 -

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. 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 a matter that was of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and is therefore the key audit matter. We describe this matter 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.

  • 5 -

The engagement partners on the audits resulting in this independent auditors’ report are Chi-Chen Li and Chao-Chin Yang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 24, 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.

  • 6 -

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

Ta Yih Industrial Co., Ltd. and Subsidiaries

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash (Notes 4 and 6)
Notes receivable (Notes 4 and 7)
Accounts receivable (Notes 4, 7 and 20)
Accounts receivable from related parties (Notes 4, 7, 20 and 27)
Other receivables (Notes 4 and 7)
Other receivables from related parties (Notes 4, 7 and 27)
Inventories (Notes 4 and 8)
Prepayments (Notes 22 and 27)
Other current assets (Notes 14 and 22)
Total current assets
NON-CURRENT ASSETS
Investments accounted for using the equity method (Notes 4 and 10)
Property, plant and equipment (Notes 4, 11 and 27)
Right-of-use assets (Notes 4 and 12)
Intangible assets (Notes 4, 13 and 27)
Deferred tax assets (Notes 4 and 22)
Other non-current assets (Notes 4, 14 and 27)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 15)
Contract liabilities - current (Notes 4, 20 and 27)
Notes payable (Note 16)
Notes payable to related parties (Notes 16 and 27)
Accounts payable (Note 16)
Accounts payable to related parties (Notes 16 and 27)
Other payables (Note 17)
Other payables to related parties (Notes 17 and 27)
Current tax liabilities (Notes 4 and 22)
Lease liabilities - current (Notes 4 and 12)
Other current liabilities (Note 17)
Total current liabilities
NON-CURRENT LIABILITIES
Deferred tax liabilities (Notes 4 and 22)
Lease liabilities - non - current (Notes 4 and 12)
Net defined benefit liabilities (Notes 4 and 18)
Other non-current liabilities (Note 17)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 19)
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity attributable to owners of the Company
TOTAL
December 31, 2020
Amount
%
$ 108,164
3
2,116
-
763,064
21
239,878
6
2,320
-
19,804
-
943,021
26
105,994
3

28,952

1

2,213,313
60
332,286
9
1,017,826
28
8,334
-
18,924
1
43,000
1

36,093

1

1,456,463
40
$ 3,669,776
100
$ 342,400
9
158,868
4
95,488
3
-
-
716,314
20
71,045
2
200,217
5
69,987
2
64,112
2
4,508
-

623

-

1,723,562
47
104,158
3
3,905
-
75,056
2

2,766

-

185,885

5

1,909,447
52

762,300
21

60,832

2
651,251
17
68,264
2

255,145

7

974,660
26

(37,463)

(1)

1,760,329
48
$ 3,669,776
100
December 31, 2019




































Amount
%
$ 90,914
2
4,969
-
749,794
21
104,896
3
3,484
-
31,578
1
812,523
22
361,970
10

30,773

1

2,190,901
60
393,213
11
957,283
26
19,186
1
-
-
36,337
1

40,136

1

1,446,155
40
$ 3,637,056
100
$ -
-
313,094
9
236,059
6
1,005
-
530,730
15
56,230
2
230,588
6
66,526
2
49,383
1
13,042
-

430

-

1,497,087
41
117,403
4
6,333
-
111,888
3

2,728

-

238,352

7

1,735,439
48

762,300
21

60,736

1
615,205
17
68,264
2

436,472
12

1,119,941
31

(41,360)

(1)

1,901,617
52
$ 3,637,056
100

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

  • 7 -

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

Ta Yih Industrial Co., Ltd. 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)

OPERATING REVENUE (Notes 4, 20 and 27)
OPERATING COSTS (Notes 8, 18, 21 and 27)
GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES
REALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES
REALIZED GROSS PROFIT
OPERATING EXPENSES (Notes 7, 18, 21 and 27)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES (Notes
21 and 27)
Interest income
Other income
Other gains and losses
Share of profit or loss of associates
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 22)
NET PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit
or loss:
Remeasurement of defined benefit plans (Note 18)
2020
Amount
%
$ 4,797,165
100

4,125,419
86

671,746
14
(1,327)
-

3,115

-

673,534
14
159,570
3
147,240
3
178,836
4

1,154

-

486,800
10

186,734

4
173
-
104,697
2
(45,347)
(1)

(67,628)

(1)

(8,105)

-
178,629
4

18,879

1

159,750

3
(138)
-
2019






















Amount
%
$ 5,390,196
100

4,423,289
82

966,907
18
(3,008)
-

3,971

-

967,870
18
184,519
4
170,716
3
199,992
4

665

-

555,892
11

411,978

7
420
-
76,113
2
(41,676)
(1)

1,516

-

36,373

1
448,351
8

87,894

1

360,457

7
(6,792)
-
(Continued)
  • 8 -

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

Ta Yih Industrial Co., Ltd. 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)

Income tax relating to items that will not be
reclassified subsequently to profit or loss (Notes 4
and 22)
Items that may be reclassified subsequently to profit or
loss:
Exchange differences on translating the financial
statements of foreign operations
Income tax relating to items that may be reclassified
subsequently to profit or loss (Notes 4 and 22)
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
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company
EARNINGS PER SHARE (New Taiwan dollars, Note 23)
Basic
Diluted
2020
Amount
%

27

-

(111)

-
4,866
-

(969)

-

3,897

-

3,786

-
$ 163,536

3
$ 159,750

3
$ 163,536

3
$ 2.10
$ 2.09
2019














Amount
%

1,358

-

(5,434)

-
(15,530)
(1)

3,062

-

(12,468)

(1)

(17,902)

(1)
$ 342,555

6
$ 360,457

7
$ 342,555

6
$ 4.73
$ 4.72
$ $
$ $
$ $


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

(Concluded)

  • 9 -

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

Ta Yih Industrial Co., Ltd. and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

BALANCE AT JANUARY 1, 2019
Appropriation of the 2018 earnings (Note 19)
Legal reserve
Cash dividends distributed by the Company - NT$3.8 per share
Unclaimed cash dividends overdue transferred to capital surplus
Net profit for the year ended December 31, 2019
Other comprehensive income for the year ended December 31, 2019, net of
income tax

Total comprehensive income for the year ended December 31, 2019

BALANCE AT DECEMBER 31, 2019
Appropriation of the 2019 earnings (Note 19)
Legal reserve
Cash dividends distributed by the Company - NT$4 per share
Unclaimed cash dividends overdue transferred to capital surplus
Net profit for the year ended December 31, 2020
Other comprehensive income for the year ended December 31, 2020, net of
income tax

Total comprehensive income for the year ended December 31, 2020

BALANCE AT DECEMBER 31, 2020
Share Capital
Number of
Shares
Amount
Capital Surplus
76,230 $ 762,300 $ 60,605
-
-
-
-
-
-
-
-
131
-
-
-

-

-

-


-

-

-

76,230
762,300
60,736
-
-
-
-
-
-
-
-
96
-
-
-

-

-

-


-

-

-


76,230
$ 762,300
$ 60,832
Retained Earnings
Legal Reserve Special Reserve
Unappropriated
Earning
$ 583,285 $ 68,264 $ 403,043

31,920
-
(31,920)

-
-
(289,674)

-
-
-

-
-
360,457

-

-

(5,434)

-

-

355,023

615,205
68,264
436,472

36,046
-
(36,046)

-
-
(304,920)

-
-
-

-
-
159,750

-

-

(111)

-

-

159,639
$ 651,251
$ 68,264
$ 255,145
Other Equity
Exchange
Differences on
Translating
Foreign
Operations
$ (28,892)
-
-
-
-

(12,468)


(12,468)

(41,360)
-
-
-
-

3,897


3,897

$ (37,463)
Total Equity
$ 1,848,605

-

(289,674)

131

360,457

(17,902)

342,555

1,901,617

-

(304,920)

96

159,750

3,786

163,536
$ 1,760,329




Number of
Shares
76,230
-
-
-
-

-


-

76,230
-
-
-
-

-


-


76,230















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

  • 10 -

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

Ta Yih Industrial Co., Ltd. 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 recognized on trade receivables
Net gain on fair value changes of financial assets at fair value through profit
or loss
Finance costs
Interest income
Share of profits of associates
Loss on disposal of property, plant and equipment, net
Provision for loss on inventories
Unrealized gain on transactions with associates
Realized gain on transactions with associates
Net loss on foreign currency exchange
Gain on disposal of right-of-use assets
Changes in operating assets and liabilities:
Notes receivable
Accounts receivable
Accounts receivable from related parties
Other receivables
Other receivables from related parties
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable
Notes payable to related parties
Accounts payable
Accounts payable to related parties
Other payables
Other payables to related parties
Other current liabilities
Net defined benefit liabilities
Other non-current assets

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through profit or loss
Proceeds from sale of financial assets at fair value through profit or loss
Payments for property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets
2020
$ 178,629

137,185
11,251
1,154
-
2,776
(173)
67,628
125
5,356
1,327
(3,115)
395
(2)
3,163
(15,551)
(135,571)
1,164
12,004
(135,854)
240,905
(6,992)
(154,226)
(140,571)
(1,005)
185,407
14,491
(30,448)
3,461
193
(36,970)

38

206,174
173
(2,699)

(11,240)


192,408

-
-
(181,939)
(1,603)
3,303

(20,051)
2019
$ 448,351
131,369
-
665
(1)
1,617
(420)
(1,516)
157
2,744
3,008
(3,971)
13,825
(11)
1,354
(188,336)
97,812
709
16,627
(29,298)
(138,302)
9,843
(9,925)
50,246
(5,432)
46,893
14,608
7,024
(2,211)
194
(29,925)

81
437,779
420
(1,277)

(47,688)

389,234
(10,000)
10,001
(111,101)
(3,624)
4,502

-
(Continued)
  • 11 -

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

Ta Yih Industrial Co., Ltd. and Subsidiaries

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

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from short - term bills payable
Repayments from short - term bills payable
Proceeds from guarantee deposits received
Refunds of guarantee deposits received
Repayment of the principal portion of lease liabilities
Cash dividends
Unclaimed cash dividends overdue transferred to capital surplus

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
CASH AT THE BEGINNING OF THE YEAR

CASH AT THE END OF THE YEAR
2020

(200,290)

2,146,454
(1,802,772)
420,000
(420,000)
-
-
(13,679)
(304,920)

96


25,179


(47)

17,250

90,914

$ 108,164
2019

(110,222)
836,026
(836,026)
-
-
80
(30)
(12,842)
(289,674)

131

(302,335)

(23)
(23,346)

114,260
$ 90,914

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

(Concluded)

  • 12 -

Ta Yih Industrial Co., Ltd. and Subsidiaries

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

1. GENERAL INFORMATION

Ta Yih Industrial Co., Ltd. (the “Company”) was incorporated in 1964. It was formerly known as Ta Yih Industrial Corp. and changed to its present name in 1976. The Company mainly sells, manufactures and processes automobile parts, motorcycle parts, railway vehicle parts, transportation machineries, industrial plastic parts, as well as invests in related industries.

The Company’s shares have been trading on the Taiwan Stock Exchange since October 1997.

The consolidated financial statements of the Company and its subsidiaries (collectively known as the “Group”) are presented in the Company’s functional currency, the New Taiwan dollar.

2. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Company’s board of directors and authorized for issue on March 24, 2021.

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

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

Except for the following, the initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies:

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

The Group adopted the amendments starting from January 1, 2020. The threshold of materiality that could influence users has been changed to “could reasonably be expected to influence”. Accordingly, disclosures in the consolidated financial statements do not include immaterial information that may obscure material information.

  • b. The IFRSs endorsed by the FSC for application starting from 2021

Effective Date New IFRSs Announced by IASB

Amendments to IFRS 4 “Extension of the Temporary Exemption Effective immediately upon from Applying IFRS 9” promulgation by the IASB Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 January 1, 2021 “Interest Rate Benchmark Reform - Phase 2” Amendment to IFRS 16 “Covid-19-Related Rent Concessions” June 1, 2020

  • 13 -

c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date New IFRSs Announced by IASB (Note 1) “Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 2) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 3) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2023 Non-current” Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 6) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 7) Amendments to IAS 16 “Property, Plant and Equipment - Proceeds January 1, 2022 (Note 4) before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a January 1, 2022 (Note 5) Contract”

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

  • 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.

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.

  • 14 -

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 which are measured at fair value, 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, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, 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:

  • 1) Assets held primarily for the purpose of trading;

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

  • 3) 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:

  • 1) Liabilities held primarily for the purpose of trading;

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

  • 3) Liabilities for which the Company 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.

  • 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).

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

  • 15 -

Refer to Note 9 and Table 3 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 in which they arise.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

For the purposes of presenting the consolidated financial statements, the investments of the Group’s foreign operations (including subsidiaries and associates in other countries that use currencies which are different from the Company) are translated into the New Taiwan dollar using exchange rates prevailing at the end of the reporting period. 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.

  • 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. Inventories are recorded at the standard cost on the balance sheet date. The difference between actual costs and normal standard costs is allocated in proportion to inventory and operational costs on fiscal year-end, in order to approach the amount of weighted-average cost.

  • g. Investments in associates

An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture.

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.

The entire carrying amount of an investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

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

  • 16 -

  • h. Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation.

Property, plant and equipment in the course of construction are measured at cost. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Except for freehold land which is not depreciated, 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 effects of any changes in the estimates 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. 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.

  • j. Impairment of property, plant and equipment, right-of-use assets, intangible assets and assets related to contract costs

At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment, right-of-use assets and intangible assets to determine whether there is any indication that those assets have suffered any 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.

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.

Before the Group recognizes an impairment loss from assets related to contract costs, any impairment loss on inventories related to the contract applicable under IFRS 15 shall be recognized in accordance with applicable standards. Then, impairment loss from the assets related to the contract costs is recognized to the extent that the carrying amount of the assets exceeds the remaining amount of consideration that the Group expects to receive in exchange for related goods or services less the costs which relate directly to providing those goods or services and which have not been recognized as expenses. The assets related to the contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that

  • 17 -

cash-generating unit.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs 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, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • k. 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.

  • 1) Financial assets

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

  • a) Measurement categories

Financial assets are classified into the following categories: financial assets at FVTPL and financial assets at amortized cost.

  • i. Financial assets at FVTPL

Financial assets are classified as at FVTPL when such financial assets are mandatorily classified 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, interest earned and remeasurement gains or losses on such financial assets are recognized in other gains or losses.

  • 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, accounts receivable at amortized cost (including related parties), notes receivable (including related parties), other receivables (including related parties), and refundable deposits (classified under other non-current assets), are measured at amortized cost, which equals the gross

  • 18 -

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 such 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 are not credit-impaired on purchase or origination but 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 in subsequent reporting periods.

A financial asset is credit impaired when one or more of the following events have occurred:

  • i) Significant financial difficulty of the issuer or the borrower;

  • ii) Breach of contract, such as a default;

  • iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or

  • iv) The disappearance of an active market for that financial asset because of financial difficulties.

  • b) Impairment of financial assets

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

The Group always recognizes lifetime expected credit losses (ECLs) for accounts receivable. 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 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.

For internal credit risk management purposes, the Group determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Group):

  • i. Internal or external information show that the debtor is unlikely to pay its creditors.

  • ii. When a financial asset is more than 365 days past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.

  • 19 -

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.

  • 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.

  • l. Revenue recognition

The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

For contracts where the period between the date on which the Group transfers a promised good or service to a customer and the date on which the customer pays for that good or service is one year or less, the Group does not adjust the promised amount of consideration for the effects of a significant financing component.

  • 1) Revenue from the sale of goods

Revenue from the sale of goods comes from sales of car lamps and molds. Sales of goods are recognized as revenue and accounts receivable when the goods are delivered to the customer’s specific location because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence.

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

  • 2) Royalty revenue

Royalty revenue is recognized on an accrual basis in accordance with the substance of the relevant agreement and provided that it is probable that the economic benefits will flow to the Group and that the amount of revenue can be measured reliably. Royalty arrangements that are based on sales are recognized with reference to the underlying arrangement.

  • 20 -

m. Leases

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

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.

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. 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 Group uses the lessee’s incremental borrowing rate.

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, 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.

  • n. Government grants

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

  • o. 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.

  • 2) Retirement benefits

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

  • 21 -

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost, past service cost, as well as gains and losses on settlements) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling 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 Company’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.

  • 3) Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plans except that remeasurement is recognized in profit or loss.

  • p. Taxation

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

  • 1) Current tax

According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain 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 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 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.

  • 22 -

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 taxes

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 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.

6. CASH

Cash on hand
Checking accounts and demand deposits
December 31 December 31


2020
$ 756


107,408

$ 108,164
2019
$ 943

89,971
$ 90,914

7. NOTES RECEIVABLE, ACCOUNTS RECEIVABLE (INCLUDING RELATED PARTIES), AND OTHER RECEIVABLES (INCLUDING RELATED PARTIES)

Notes receivable
At amortized cost
Gross carrying amount - operating
Less: Allowance for impairment loss
December 31
2020
2019
$ 2,207
$ 5,370
91
401
$ 2,116
$ 4,969
(Continued)
2020
$ 2,207
91
$ 2,116
  • 23 -
Accounts receivable
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Accounts receivable from related parties
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Other receivables
Tariff refund receivables
Others
Other receivables from related party
Royalty receivables
Others
December 31 December 31
2020
$ 768,841
5,777
$ 763,064
$ 240,122
244
$ 239,878
$ 241
2,079
$ 2,320
$ 19,803
1
$ 19,804
2019
$ 754,641
4,847
$ 749,794
$ 104,997
101
$ 104,896
$ 712
2,772
$ 3,484
$ 31,171
407
$ 31,578

(Concluded)

The average credit period of sales of goods was 60 to 90 days. No interest was charged on accounts receivable.

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 by reference to past default records of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date. As the Group’s historical credit loss experience does not show significantly 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 trade receivables when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation. 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.

  • 24 -

The following table details the loss allowance of trade receivables based on the Group’s provision matrix:

December 31, 2020

Expected credit loss rate
Gross carrying amount
Loss allowance (Lifetime
ECL)
Amortized cost
No indication of default of debtor No indication of default of debtor Individual
identification
13%
$ 34,048

(4,505 )


$ 29,543
Total
$ 1,011,170
(6,112


Not Past Due
0%~0.08%
$ 956,157

(1,590 )


$ 954,567
Up to 60 Days
0.08%~0.1%
$ 20,923

(17 )


$ 20,906
61 to 90 Days
0.1%~0.91%
$ 42

-


$ 42
$ 1,005,058

December 31, 2019

Expected credit loss rate
Gross carrying amount
Loss allowance (Lifetime
ECL)
Amortized cost
No indication of default of debtor No indication of default of debtor No indication of default of debtor ver 365 Days
T
50%~100%
$ 3,652

(1,825)

$ 1,827
he debtor has
defaulted
100%
$ 391

(391)

$ -
Total
$ 865,008
(5,349)
$ 859,659



Not Past Due
Up to 60 Days
6
0%~0.97%
0.97%~1.1%
1
$ 817,832
$ 41,511

(2,500)
(454)


$ 815,332
$ 41,057
1 to 90 Days
9
.1%~7.47%

$ 1,090

(81)

$ 1,009
1 to 365 Days
O
7.47%~50%

$ 532

(98)

$ 434

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
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31
2020
$ 5,349
1,154
(391)
$ 6,112
2019
$ 4,684
665
-
$ 5,349

8. INVENTORIES

Merchandise
Finished goods
Work in progress
Raw materials
December 31 December 31
2020
$ 161,926
405,847
105,649
269,599
$ 943,021
2019
$ 95,944
323,265
211,500
181,814
$ 812,523

The nature of the cost of goods sold is as follows:

Cost of inventories sold
Inventory write-downs
For the Year Ended December 31 For the Year Ended December 31


2020
$ 4,120,063


5,356

$ 4,125,419
2019
$ 4,420,545

2,744
$ 4,423,289
  • 25 -

9. SUBSIDIARIES

Subsidiaries included in the consolidated financial statements

Investor
Investee
Nature of Activities
The Company
Ta Yih International Investment Co., Ltd. (BVI)
Investment
Proportion ofOwnership (%)
December 31
2020
2019
100
100

10. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Material associates
Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd.
December 31 December 31
2020
$ 332,286
2019
$ 393,213

As of December 31, 2020 and 2019, the Company’s percentages of ownership and voting rights in Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd. were both 49%

The summarized financial information below represents amounts shown in the associates’ financial statements prepared in accordance with IFRSs adjusted by the Company for equity accounting purposes.

Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd.

Current assets
Non-current assets
Current liabilities
Equity
Proportion of the Group’s ownership
Equity attributable to the Group
Unrealized gain or loss with associates
Carrying amount
Operating revenue
Net profit for the year
Total comprehensive income for the year
December 31 December 31
2020
2019
$ 1,802,684
$ 2,203,533
1,192,665
1,201,867
(2,307,429)
(2,589,490)
$ 687,920
$ 815,910
49%
49%
$ 337,080
$ 399,795
(4,794)
(6,582)
$ 332,286
$ 393,213
For the Year Ended December 31
2020
$ 1,871,311
$ (138,013)
$ (138,013)
2019
$ 2,708,164
$ 3,095
$ 3,095

Refer to Table 4 “Information on Investments in Mainland China” for the nature of activities, principal places of business and countries of incorporation of the associates.

The investments in associates accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2020 and 2019 were

  • 26 -

based on the associates’ financial statements which have been audited for the same years.

11. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance at January 1, 2019
Additions
Disposals
Balance at December 31,
2019
Accumulated depreciation
Balance at January 1, 2019
Depreciation expenses
Disposals
Balance at December 31,
2019
Carrying amount at
December 31, 2019
Cost
Balance at January 1, 2020
Additions
Disposals
Balance at December 31,
2020
Accumulated depreciation
Balance at January 1, 2020
Depreciation expenses
Disposals
Balance at December 31,
2020
Carrying amount at
December 31, 2020
Land
$ 601,050
-
-
$ 601,050
$ -
-
-
$ -
$ 601,050
$ 601,050
-
-
$ 601,050
$ -
-
-
$ -
$ 601,050
Buildings
$ 256,501
4,150
(4,666)
$ 255,985
$ 209,527
8,816
(4,663)
$ 213,680
$ 42,305
$ 255,985
2,530
-
$ 258,515
$ 213,680
8,803
-
$ 222,483
$ 36,032
Machinery
Equipment
$ 1,039,152
45,147
(33,255)
$ 1,051,044
$ 810,384
57,617
(33,132)
$ 834,869
$ 216,175
$ 1,051,044
51,577
(11,611)
$ 1,091,010
$ 834,869
56,607
(11,487)
$ 879,989
$ 211,021
Molding
Equipment
Transportation
Equipment
$ 304,435
$ 22,097
27,244
949
(284,522)
(5,743)
$ 47,157
$ 17,303
$ 288,128
$ 14,869
17,650
2,338
(284,522)
(5,743)
$ 21,256
$ 11,464
$ 25,901
$ 5,839
$ 47,157
$ 17,303
106,375
280
(22,029)
-
$ 131,503
$ 17,583
$ 21,256
$ 11,464
26,780
2,129
(22,029)
-
$ 26,007
$ 13,593
$ 105,496
$ 3,990
Other
Equipment
$ 408,947
31,802
(158,537)
$ 282,212
$ 342,459
32,246
(158,506)
$ 216,199
$ 66,013
$ 282,212
23,520
(8,574)
$ 297,158
$ 216,199
29,295
(8,573)
$ 236,921
$ 60,237
Total
$ 2,632,182
109,292
(486,723)
$ 2,254,751
$ 1,665,367
118,667
(486,566)
$ 1,297,468
$ 957,283
$ 2,254,751
184,282
(42,214)
$ 2,396,819
$ 1,297,468
123,614
(42,089)
$ 1,378,993
$ 1,017,826

All property, plant and equipment are used by the Group.

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings
Main buildings 40 - 60 years
Factory and other buildings 5 - 40 years
Machinery equipment 3 - 12 years
Molding equipment 2 - 3 years
Transportation equipment 5 years
Other equipment 3 - 8 years
  • 27 -

12. LEASE ARRANGEMENTS

a. Right-of-use assets

Carrying amount
Buildings
Office equipment
Transportation equipment
Additions to right-of-use assets
Depreciation charge for right-of-use assets
Buildings
Office equipment
Transportation equipment
Lease liabilities
Carrying amount
Current
Non-current
Range of discount rate for lease liabilities was as follows:
Buildings
Office equipment
Transportation equipment
December 31


2020
2019
$ -
$ 5,745
2,090
2,612

6,244

10,829
$ 8,334
$ 19,186
For the Year Ended December 31



2020
2019
$ 2,775
$ 8,570
$ 5,745
$ 5,745
522
523

7,304

6,434
$ 13,571
$ 12,702
December 31

2020
2019
$ 4,508
$ 13,042
$ 3,905
$ 6,333
December 31
2020
2019
-
1.44%
1.44%
1.44%
1.25% - 1.45%
1.44% - 1.45%

b. Lease liabilities

  • c. Material leasing activities and terms

The Group leases certain company cars and office equipment with lease terms of 2 to 5 years. These arrangements do not contain renewal or purchase options.

The Group also leases land and buildings for the use of plants with lease terms of 2 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms. In addition, the Group is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor’s consent.

  • 28 -

d. Other lease information

Expenses relating to short-term leases
Expenses relating to low-value asset leases
Total cash outflow for leases
For the Year Ended December 31 For the Year Ended December 31


2020
$ 2,409

$ 148

$ (16,455)
2019
$ 5,186
$ 254
$ (18,396)

The Group’s leases of certain machinery qualify as short-term leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.

13. INTANGIBLE ASSETS

Cost
Balance at January 1, 2020

Additions
Reclassification

Balance at December 31, 2020

Accumulated amortization
Balance at January 1, 2020

Amortization expense

Balance at December 31, 2020

Carrying amount at December 31, 2020
Computer
Software
$ -

19,551

9,839

$ 29,390

$ -


10,866

$ 10,866

$ 18,524
Patents
$ -

500

285

$ 785

$ -


385

$ 385

$ 400
Total
$ -
20,051

10,124
$ 30,175
$ -

11,251
$ 11,251
$ 18,924

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

Computer software 2 - 3 years
Patents 5 - 7 years
  • 29 -

14. OTHER ASSETS

Current
Input tax
Tax refund receivable
Payment on behalf of others
Non-current
Refundable deposits
Prepayments for property, plant, and equipment
December 31 December 31
2020
$ 28,846
-
106
$ 28,952
$ 14,301
21,792
$ 36,093
2019
$ 21,604
8,813
356
$ 30,773
$ 16,001
24,135
$ 40,136

15. SHORT-TERM BORROWINGS

Borrowings

Unsecured borrowings
Bank unsecured loans
December 31 December 31
2020
$ 342,400
2019
$ -

The range of interest rates on bank loans was 0.75%-1.11% per annum at December 31, 2020.

16. NOTES PAYABLE AND ACCOUNTS PAYABLE (INCLUDING RELATED PARTIES)

Both notes payable and accounts payable were generated from operating activities. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

  • 30 -

17. OTHER LIABILITIES

Current
Other payables
Payables for salaries or bonuses
Payables for molding equipment
Payables for annual leave
Payables for employees’ compensation
Payables for utilities expense
Others
Other payables to related parties
Payables for royalty
Payables for inspection expense
Payables for molds
Payables for design expense
Others
Other current liabilities
Receipts under custody
Non-current
Other non-current liabilities
Provision for employee benefits
Guarantee deposits received
December 31 December 31
2020
$ 134,988
19,327
17,358
6,333
5,306
16,905
$ 200,217
$ 60,603
3,635
1,105
440
4,204
$ 69,987
$ 623
$ 2,526
240
$ 2,766
2019
$ 169,261
16,940
17,061
8,274
4,592
14,460
$ 230,588
$ 60,715
3,386
2,125
-
300
$ 66,526
$ 430
$ 2,488
240
$ 2,728

Provision for employee benefits is the estimate of long-term bonus for senior employees.

18. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

b. Defined benefit plans

The defined benefit plans adopted by the Company in accordance with the Labor Standards Act is operated by the government of the Republic of China (ROC). Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 11% and 8% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee and a manager pension fund administered by the manager pension fund managing committee. Pension contributions are deposited respectively in

  • 31 -

the Bank of Taiwan and Taiwan Business Bank in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Group has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liabilities
December 31
2020
2019
$ 318,954
$ 341,705
(243,898)
(229,817)
$ 75,056
$ 111,888

Movements in net defined benefit liabilities were as follows:

Present Value of
the Defined
Benefit
Obligation
Fair Value of the
Plan Assets
Balance at January 1, 2019
$ 371,377
$ (236,357)
Service cost
Current service cost
4,003
-
Net interest expense (income)
4,178
(2,696)
Recognized in profit or loss
8,181
(2,696)
Remeasurement
Return on plan assets (excluding
amounts included in net interest)
-
(7,030)
Actuarial loss - changes in
demographic assumptions
1,467
-
Actuarial loss - changes in financial
assumptions
13,369
-
Actuarial profit - experience
adjustments
(1,014)

-


Recognized in other comprehensive
income
13,822

(7,030)


Contributions from the employer
-
(35,409)
Benefits paid
(51,675)
51,675
Balance at December 31, 2019
341,705
(229,817)
Service cost
Current service cost
3,111
-
Net interest expense (income)
2,563
(1,764)
Recognized in profit or loss
5,674
(1,764)
Remeasurement
Return on plan assets (excluding
amounts included in net interest)
-
(7,492)
Actuarial loss - changes in
demographic assumptions
875
-
Net Defined
Benefit
Liabilities
(Assets)
$ 135,020
4,003
1,482
5,485
(7,030)
1,467
13,369
(1,014)

6,792

(35,409)
-
111,888
3,111
799
3,910
(7,492)
875

(Continued)

  • 32 -
Present Value of
the Defined
Benefit
Obligation
Fair Value of the
Plan Assets
Actuarial loss - changes in financial
assumptions
$ 8,088
$ -
Actuarial profit - experience
adjustments
(1,333)

-


Recognized in other comprehensive
income
7,630

(7,492)


Contributions from the employer
-
(40,880)
Benefits paid
(36,055)
36,055
Balance at December 31, 2020
$ 318,954
$ (243,898)
Net Defined
Benefit
Liabilities
(Assets)
$ 8,088
(1,333)

138

(40,880)
-
$ 75,056
(Concluded)

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:

Operating costs
Selling and marketing expenses
General and administrative expenses
Research and development expenses
For the Year Ended December 31 For the Year Ended December 31
2020
$ 2,811
39
651
409
$ 3,910
2019
$ 4,014
45
925
501
$ 5,485

Through the defined benefit plans under the Labor Standards Act, 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 plans’ 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.

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
Expected rate of salary increase
December 31
2020
2019
0.500%
0.750%
2.000%
2.000%
  • 33 -

If possible reasonable changes 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:

Discount rate
0.25% increase
0.25% decrease
Expected rate of salary increase/decrease
0.25% increase
0.25% decrease
December 31 December 31
2020
$ (8,092)
$ 8,398
$ 8,128
$ (7,874)
2019
$ (9,004)
$ 9,353
$ 9,074
$ (8,782)

The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Expected contributions to the plans for the next year
Average duration of the defined benefit obligation
UITY
Share capital
Number of shares authorized (in thousands)
Shares authorized
Number of shares issued and fully paid (in thousands)
Ordinary shares
Shares issued
Ordinary shares
December 31 December 31
2020
$ 4,896

10.3 years



2019
$ 10,771
10.7 years

76,230
$ 762,300

76,230
$ 762,300

19. EQUITY

a. Share capital

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

b. Capital surplus

Issuance of ordinary shares
Capital surplus from gain on disposal of assets
Donations (dividends expired)
December 31 December 31
2020
$ 56,330
4,142
360
$ 60,832
2019
$ 56,330
4,142
264
$ 60,736

Such capital surplus from issuance of ordinary shares and donations may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year). Capital surplus from gain on disposal of assets may only be used to offset a deficit.

  • 34 -

c. Retained earnings and dividends policy

Under the dividends policy as set forth in the amended Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors and supervisors before and after amendment, refer to Note 21(f) “Employees’ compensation and remuneration of director and supervisors in for 2020 and 2019”.

In order to take the future needs of funding and long-term financial plan into consideration, when the board of directors drafts the surplus distribution, more than 50% of accumulated unappropriated earnings will be allocated as shareholders’ dividends, and the cash dividends shall not be lower than the 50% of the shareholders’ dividends. The said proportion of allocation of dividends and cash dividends shall be resolved by the resolution of the shareholders in their meeting.

Appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset a 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.

Items referred to under Rule No. 1010012865 and in the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.

The appropriations of earnings for 2019 and 2018, which were approved in the shareholders’ meetings on June 12, 2020 and June 18, 2019, respectively, were as follows:

Legal reserve
Cash dividends
Cash dividends per share (NT$)
Appropriation of Earnings Appropriation of Earnings
For the Year Ended December 31


2019
$ 36,046

$ 304,920

$ 4
2018
$ 31,920
$ 289,674
$ 3.8

The appropriations of earnings for 2020 were proposed by the Company’s board of directors on March 24, 2021. The appropriations were as follows:

Appropriation of Appropriation of
Earnings
Legal reserve $ 15,964
Cash dividends $ 99,099
Cash dividends per share (NT$) $ 1.3

The appropriations of earnings for 2020 are subject to the resolution of the shareholders in their meeting.

  • 35 -

20. REVENUE

Revenue from contracts with customers
Revenue from sale of goods
For the Year Ended December 31 For the Year Ended December 31
2020
$ 4,797,165
2019
$ 5,390,196
  • a. Contract information

Revenue from sale of goods

The Group’s primary products are car lamps and molds. Car lamps and molds are sold at their respective fixed amounts as agreed in the contracts.

  • b. Contract balances
Accounts receivable (including related
parties) (Note 7)

Contract liabilities - current
Deferred revenue
December 31,
2020
$ 1,002,942

$ 158,868
December 31,
2019
$ 854,690

$ 313,094
January 1,
2019
$ 780,046
$ 323,019

The changes in the balance of contract assets and contract liabilities primarily resulted from the timing differences between the Group’s satisfaction of performance obligations and the respective customer’s payment.

Revenue recognized in the current year from the contract liabilities at the beginning of the year is as follows:

From the contract liabilities at the beginning of the year
Sale of goods
For the Year Ended December 31 For the Year Ended December 31
2020
$ 231,987
2019
$ 276,527

c. Disaggregation of revenue

Type of goods
Car lamps
Molds
Others
For the Year Ended December 31 For the Year Ended December 31
2020
$ 3,525,336
734,172
537,657
$ 4,797,165
2019
$ 4,091,095
713,040
586,061
$ 5,390,196
  • 36 -

21. PROFIT BEFORE INCOME TAX

a. Interest income

Bank deposits
b. Other income
Royalty revenue
Government grants revenue (Note 28)
Others
For the Year Ended December 31 For the Year Ended December 31
2020
2019
$ 173
$ 420
For the Year Ended December 31


2020
$ 46,031

42,506

16,160

$ 104,697
2019
$ 70,203
-

5,910
$ 76,113

c. Other gains and losses

Fair value changes of financial assets and financial liabilities
Financial assets classified as at FVTPL
Interest on bank loans
Interest on lease liabilities
Net foreign exchange losses
Royalty expense
Loss on disposal of property, plant and equipment
Others
For the Year Ended December 31 For the Year Ended December 31
2020
$ -
(2,557)
(219)
(10,193)
(15,098)
(125)
(17,155)
$ (45,347)
2019
$ 1
(1,277)
(340)
(3,376)
(26,813)
(157)
(9,714)
$ (41,676)

d. Depreciation and amortization

Property, plant and equipment
Right-of-use assets
Intangible assets
An analysis of depreciation by function
Operating costs
Operating expenses
For the Year Ended December 31
2020
2019
$ 123,614
$ 118,667
13,571
12,702

11,251

-
$ 148,436
$ 131,369
$ 117,834
$ 113,919

19,351

17,450
$ 137,185
$ 131,369
(Continued)


2020
$ 123,614
13,571

11,251

$ 148,436
$ 117,834


19,351

$ 137,185
  • 37 -
An analysis of amortization by function
Operating costs
Operating expenses
For the Year Ended December 31
2020
2019
$ 2,565
$ -

8,686

-
$ 11,251
$ -
(Concluded)

2020
$ 2,565


8,686

$ 11,251
  • e. Employee benefits expense
Short-term benefits
Salaries
Directors’ remuneration
Labor and health insurance
Others
Post-employment benefits
Defined contribution plans
Defined benefit plans (Note 18)
Total employee benefits expense
An analysis of employee benefits expense by function
Operating costs
Operating expenses
For the Year Ended December 31 For the Year Ended December 31
2020
$ 506,998
900
49,899
23,702
581,499
21,141
3,910
25,051
$ 606,550
$ 386,252
220,298
$ 606,550
2019
$ 581,610
690
53,939
25,379
661,618
22,244
5,485
27,729
$ 689,347
$ 442,022
247,325
$ 689,347
  • f. Employees’ compensation and remuneration of directors and supervisors

According to the Articles of Incorporation of the Company, the Company accrued employees’ compensation at the rates of no less than 1% of net profit after offsetting previous fiscal deficits, and before income tax, and employees’ compensation. The employees’ compensation for the years ended December 31, 2020 and 2019, which were approved by the Company’s board of directors on March 24, 2021 and March 6, 2020, respectively, were as follows:

Accrual rate

Employees’ compensation
Amount
Employees’ compensation - cash
For the Year Ended December 31
2020
2019
1%
1%
For the Year Ended December 31
2020
2019
$ 1,804
$ 4,529
  • 38 -

Remuneration of directors and supervisors was not issued over the years.

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There was no difference between the actual amounts of employees’ compensation paid and the amounts recognized in the consolidated financial statements for the year ended December 31, 2019 and 2018.

Information on the employees’ compensation resolved by the Company’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • g. Gains or losses on foreign currency exchange
Foreign exchange gains
Foreign exchange losses
For the Year Ended December 31 For the Year Ended December 31
2020
$ 38,536
(48,729)
$ (10,193)
2019
$ 40,031
(43,407)
$ (3,376)

22. INCOME TAX

  • a. Income tax recognized in profit or loss

Major components of income tax expense are as follows:

Current tax
In respect of the current year
Income tax on unappropriated earnings
Adjustment for prior years
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



2020
$ 48,371

703

(9,345)

39,729

(20,850)

$ 18,879
2019
$ 86,437
-

60
86,497

1,397
$ 87,894

A reconciliation of accounting profit and income tax expenses is as follows:

Profit before tax
Income tax expense calculated at the statutory rate
Tax-exempt income
Unrecognized deductible temporary differences
Income tax on unappropriated earnings
Adjustments for prior years’ tax
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31
2020
$ 178,629
$ 35,726
(8,501)
296
703
(9,345)
$ 18,879
2019
$ 448,351
$ 89,670
-
(1,836)
-
60
$ 87,894
  • 39 -

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. When calculating the tax on unappropriated earnings, the Group only deducts the amount of the unappropriated earnings that has been reinvested in capital expenditure.

b. Income tax recognized in other comprehensive income

For the Year Ended December 31 the Year Ended December 31 the Year Ended December 31 the Year Ended December 31 the Year Ended December 31
2020 2019
Deferred tax
In respect of the current year
Remeasurement of defined benefit plans $ 27 $ 1,358
Exchange differences on translating foreign operations (969) 3,062
$ (942) $ 4,420
Current tax assets and liabilities
December 31
2020 2019
Current tax assets
Tax refund receivable (classified under other current assets) $ - $ 8,813
Prepaid income tax (classified under prepayments) - 4,947
$ - $ 13,760
Current tax liabilities
Income tax payable $ 64,112 $ 49,383
Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the year ended December 31, 2020
Recognized in
Other
Recognized in Comprehensive
Opening Balance Profit or Loss Income Closing Balance
Deferred Tax Assets
Temporary differences
Allowance for reduction of inventory to $ 1,498
$ 1,071 $ - $ 2,569
market
Unrealized gain or loss with associates 1,316 (357 ) - 959
Long-term employee benefit liability 498 7 - 505
Deferred revenue - 14,185 - 14,185
Defined benefit plans 22,377 (7,393 ) 27 15,011
Payables for annual leave 3,412 60 - 3,472
Unrealized exchange losses 1,863 32 - 1,895
(Continued)

c. Current tax assets and liabilities

d. Deferred tax assets and liabilities

  • 40 -
Opening Balance
Exchange differences on translating the
financial statements of foreign
operations
$ 5,373



$ 36,337

Deferred Tax Liabilities
Temporary differences
Unappropriated earnings of associates
$ 40,667

Land value tax

76,736

$ 117,403
Recognized in
Profit or Loss
$ -



$ 7,605

$ (13,425 )


-

$ (13,245)
Recognized in
Other
Comprehensive
Income
$ (969 )



$ (942)

$ -


-

$ -
Closing Balance
$ 4,404

$ 43,000
$ 27,422

76,736
$ 104,158
(Concluded)

For the year ended December 31, 2019

Opening Balance
Deferred Tax Assets
Temporary differences
Allowance for reduction of inventory to
market
$ 949

Unrealized gain or loss with associates
1,509
Long-term employee benefit liability
481
Defined benefit plans
27,004
Payables for annual leave
3,566
Unrealized exchange losses
-
Exchange differences on translating the
financial statements of foreign
operations
2,311


$ 35,820

Deferred Tax Liabilities
Temporary differences
Unappropriated earnings of associates
$ 42,207

Unrealized exchange gains
966
Land value tax

76,736

$ 119,909
Recognized in
Profit or Loss
$ 549

(193 )
17
(5,985 )
(154 )
1,863
-


$ (3,903)

$ (1,540 )

(966 )

-

$ (2,506)
Recognized in
Other
Comprehensive
Income
$ -

-
-
1,358
-
-
3,062


$ 4,420

$ -

-

-

$ -
Closing Balance
$ 1,498
1,316
498
22,377
3,412
1,863
5,373
$ 36,337
$ 40,667
-

76,736
$ 117,403
  • e. Income tax assessments

The tax returns of the Company through 2018 have been assessed by the tax authorities.

23. EARNINGS PER SHARE

The net profit and weighted average number of ordinary shares outstanding used in the computation of earnings per share were as follows:

Net profit for the year For the Year Ended December 31 For the Year Ended December 31
2020
$ 159,750
2019
$ 360,457
  • 41 -

Shares

Unit: In Thousands of Shares

Weighted average number of ordinary shares used in computation
of basic earnings per share
Effect of potentially dilutive ordinary shares:
Employees’ compensation
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
2020
76,230

45


76,275
2019
76,230

82

76,312

Since the Group offered to settle the compensation paid to employees in cash or shares, the Group assumed that the entire amount of the compensation will be settled in shares and the resulting potential shares were 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 shareholders resolve the number of shares to be distributed to employees at their meeting in the following year.

24. CASH FLOW INFORMATION

  • a. Non-cash transactions

In addition to those disclosed in other notes, the Group entered into the following non-cash investing and financing activities that were not reflected in the consolidated statements of cash flows for the years ended December 31, 2020 and 2019:

Increase in property, plant and equipment
Increase (decrease) in prepayments for equipment
For the Year Ended December 31 For the Year Ended December 31
2020
$ 184,282
(2,343)
$ 181,939
2019
$ 109,292
1,809
$ 111,101
  • b. Changes in liabilities arising from financing activities

For the year ended December 31, 2020

Balance at January 1, 2020

Net cash flows from financing activities
Non-cash changes
New leases
Lease modifications
Effect of foreign currency exchange differences

Balance at December 31, 2020
Short-term
borrowings
$ -

343,682
-
-

(1,282)

$ 342,400
Lease liabilities
$ 19,375
(13,679)
2,775
(58)

-
$ 8,413
  • 42 -

For the year ended December 31, 2019

Balance at January 1, 2019

Adjustments on initial application of IFRS 16

Restated on January 1, 2019
Net cash flows from financing activities
Non-cash changes
New leases
Lease modifications

Balance at December 31, 2019
Lease liabilities
$ -

25,543
25,543
(12,842)
8,570

(1,896)
$ 19,375

25. 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 equity of the Group. The Group is not subject to any externally imposed capital requirements.

26. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

The carrying amounts of the Group’s financial instruments that are not measured at fair value, such as cash, accounts receivable (including related parties), refundable deposits (classified under other non-current assets), accounts payable (including related parties), and guarantee deposits received (classified under other non-current liabilities) approximate their fair values.

  • b. Categories of financial instruments
Financial assets
Financial assets at amortized cost (1)
Financial liabilities
Financial liabilities at amortized cost (2)
December 31
2020
2019
$ 1,149,647
$ 1,001,636
1,495,691
1,121,378
  • 1) The balances include financial assets at amortized cost, which comprise cash, notes and accounts receivable (including related parties), other receivables (including related parties), and refundable deposits (classified under other non-current assets).

  • 2) The balances include financial liabilities at amortized cost, which comprise short-term borrowings, notes and accounts payable (including related parties), other payables (including related parties), and guarantee deposits received (classified under non-current liabilities).

  • 43 -

  • c. Financial risk management objectives and policies

The Group’s major financial instruments include equity investments, accounts receivable, accounts payable, borrowings and lease liabilities

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 are market risk (including currency risk and interest rate risk), credit risk and liquidity risk.

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).

a) Foreign currency risk

The Group had foreign currency sales and purchases, which exposed the Group to foreign currency risk.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities exposed to foreign currency risk at the end of the reporting period are set out in Note 29.

Sensitivity analysis

The Group was mainly exposed to the USD.

The following table details the Group’s sensitivity to an increase and decrease of 1% in the functional currency against the relevant foreign currencies. The sensitivity analysis included only outstanding foreign currency denominated monetary items. A positive number below indicates an increase in pre-tax profit. For a 1% weakening of the functional currency against the relevant foreign currency, there would be an equal and opposite impact on pre-tax profit, and the balances below would be negative.

Profit or loss USD Impact
For the Year Ended December 31
2020
2019
$ 1,508
$ 2,437

Exchange rate fluctuations are mainly attributable to the exposure on outstanding cash, accounts receivable, short-term borrowings and accounts payable in foreign currency which were not hedged at the end of the reporting period.

In management’s opinion, the sensitivity analysis was unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period did not reflect the exposure during the period. Sales quoted in USD may change with the fluctuation of client orders.

  • 44 -

b) Interest rate risk

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 liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
For the Year Ended December 31
2020
2019
$ 3,905
$ 6,333
104,693
82,556
342,400
-

Sensitivity analysis

For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the year was outstanding for the whole year. A 1% increase or decrease is 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 1% higher and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2020 and 2019 would have decreased by $2,377 thousand and $0 thousand, respectively, which was mainly a result of variable-rate borrowings.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of the counterparty to discharge its obligation and due to the financial guarantees provided by the Group, could be equal to the total of the carrying amount of the respective recognized financial assets as stated in the consolidated balance sheets.

The Group’s credit risk primarily arose from sales of the top 3 clients, which contributed more than 10% of the operating revenue in the statements of comprehensive income. The total percentages of accounts receivable (include related parties) from the above clients for the years ended December 31, 2020 and 2019 were 64% and 70%, respectively.

3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash 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.

All of the financial liabilities of the Group had original maturities of less than one year, except the lease liabilities. Because equity was greater than liabilities in the Group’s capital structure, and the unused bank quotas and working capital were abundant, there was no material liquidity risk.

  • 45 -

Additional information about the maturity analysis for lease liabilities:

December 31, 2020

Less than 1 Year
Lease liabilities
$ 4,593

December 31, 2019
Less than 1 Year
Lease liabilities
$ 13,235
1-5 Years
$ 3,963
1-5 Years
$ 6,441

27. TRANSACTIONS WITH RELATED PARTIES

Details of transactions between the Company and other related parties are disclosed below.

  • a. Related party name and category

Related Party Name Related Party Category Koito Manufacturing Co., Ltd. Investors with significant influence over the Company Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd Associates Guangzhou Koito Automotive Lamp Co., Ltd. Subsidiary of Koito Manufacturing Co., Ltd. India Japan Lighting Private Limited Subsidiary of Koito Manufacturing Co., Ltd. PT. Indonesia Koito Subsidiary of Koito Manufacturing Co., Ltd. Thai Koito Company Limited Subsidiary of Koito Manufacturing Co., Ltd. Hubei Koito Automotive Lamp Co., Ltd. Subsidiary of Koito Manufacturing Co., Ltd. North American Lighting Inc. Subsidiary of Koito Manufacturing Co., Ltd. NAL DO BRASIL INDUSTRIA E COMERCIO DE Subsidiary of Koito Manufacturing Co., COMPONENTES DE ILUMINACAO LTDA Ltd. TYC Brother Industrial Co., Ltd. Substantive related party DBM Reflex of Taiwan Co., Limited Substantive related party Mai Huang Enterprise Co., Ltd. Substantive related party Juoku Technology Co., Ltd. Substantive related party Ta Yih Investment Co., Ltd. Substantive related party Ta Yih International Hotel Co., Ltd. Substantive related party Nai Yi Entertainment Company Ltd. Substantive related party Wu Jinmao Culture and Education Foundation Substantive related party Ta Yih Kenmos Auto Parts Co., Ltd. Substantive related party Ta Mao Operating Consultant Co., Ltd. Substantive related party

  • 46 -

b. Sales of goods

Related Party Category/Name
Investors with significant influence over the Company
Koito Manufacturing Co., Ltd.
Associates
Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd
Subsidiary of Koito Manufacturing Co., Ltd.
Substantive related party
For the Year Ended December 31 For the Year Ended December 31


2020
$ 951,920

186,517
63,976

194

$ 1,202,607
2019
$ 911,282
162,734
61,722

649
$ 1,136,387

The prices of sales of goods with related parties did not have substantive difference compared to non-related parties, except the prices of sales of goods with associates were added based on the costs. The collection term of domestic sales with related parties is 90 days, the collection term of export sales with related parties apart from associates, according to the term of individual transaction, is 120 to 180 days, and the collection term does not have substantive difference compared to non-related parties.

The unrealized gains on sales with associates for the years ended December 31, 2020 and 2019 were $4,794 thousand and $6,582 thousand, respectively, and had been recognized as a reduction of investments accounted for using the equity method.

c. Purchases of goods

Related Party Category/Name
Investors with significant influence over the Company
Koito Manufacturing Co., Ltd.
Associates
Subsidiary of Koito Manufacturing Co., Ltd.
Substantive related party
For the Year Ended December 31 For the Year Ended December 31
2020
$ 403,969
20,807
678
26,880
$ 452,334
2019
$ 364,661
3,062
465
15,776
$ 383,964

The payment term and price of goods purchased do not have substantive difference between related and non-related parties. The payment term for related parties depends on individual transaction, which is normally 90 days, and does not have substantive difference from non-related parties.

d. Contract liabilities - 2019

Related Party Category/Name
Investors with significant influence over the Company

Associates
Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd.

December 31,
2019
$ 3,652

46,117
$ 49,769
  • 47 -

e. Receivables from related parties (excluding loans to related parties)

December 31
Line Item
Related Party Category/Name
2020
2019
Accounts
receivable
Investors with significant influence over the
Company
Koito Manufacturing Co., Ltd.
$ 186,041
$ 98,473
Associates
Fuzhou Koito Ta Yih Automotive Lamp
Co., Ltd
29,408
6,512
Subsidiary of Koito Manufacturing Co., Ltd.
24,673
-
Substantive related party

-

12
240,122
104,997
Less: Allowance for impairment loss

244

101
$ 239,878
$ 104,896
Other
receivables
Investors with significant influence over the
Company
Koito Manufacturing Co., Ltd.
$ -
$ 76
Associates
Fuzhou Koito Ta Yih Automotive Lamp
Co., Ltd
19,803
31,502
Subsidiary of Koito Manufacturing Co., Ltd.

1

-
$ 19,804
$ 31,578
The outstanding trade receivables from related parties are unsecured.
f. Payables to related parties (excluding loans from related parties)
December 31
Line Item
Related Party Category/Name
2020
2019
Notes payable
Substantive related party
$ -
$ 1,005
Accounts
payable
Investors with significant influence over the
Company
Koito Manufacturing Co., Ltd.
$ 61,540
$ 46,751
Associates
2,273
417
Substantive related party
7,232
9,062
$ 71,045
$ 56,230
Other payable
Investors with significant influence over the
Company
Koito Manufacturing Co., Ltd.
$ 67,190
$ 64,392
Associates
454
9
Subsidiary of Koito Manufacturing Co., Ltd.
1,239
-
Substantive related party
1,104
2,125
$ 69,987
$ 66,526
December 31 December 31
2020
$ -
$ 61,540
2,273
7,232
$ 71,045
$ 67,190
454
1,239
1,104
$ 69,987
2019
$ 1,005
$ 46,751
417
9,062
$ 56,230
$ 64,392
9
-
2,125
$ 66,526

The outstanding payables to related parties are unsecured.

  • 48 -

g. Prepayments

Line Item
Related Party Category/Name
Prepayments
to suppliers
Subsidiary of Koito Manufacturing Co., Ltd.
Prepaid
expenses
Investors with significant influence over the
Company
Prepayments
for
equipment
(classified
under other
non-current
assets)
Substantive related party




December 31 December 31
2020
$ 55

175


$ 230

$ 880
2019
$ -
1,419

$ 1,419
$ -
  • h. Acquisition of property, plant and equipment
Related Party Category/Name
Investors with significant influence over the Company
Koito Manufacturing Co., Ltd.
Acquisition of other assets (classified under intangible assets)
Related Party Category/Name
Investors with significant influence over the Company
Koito Manufacturing Co., Ltd.
Purchase Price Purchase Price
For the Year Ended December 31
2020
2019
$ 8,910
$ -
Purchase Price
For the Year Ended December 31
2020
$ 554
2019
$ -
  • i. Acquisition of other assets (classified under intangible assets)

j. Other transactions with related parties

1) Royalty expenses

The Group entered into a royalty expense contract with its investor with significant influence - Koito Manufacturing Co., Ltd. from April 23, 2016 to April 22, 2022. The royalty expenses were $86,342 thousand and $96,574 thousand for the years ended December 31, 2020 and 2019, respectively, and had been recognized as operating costs and operating expenses.

2) Examination expenses

The Group entrusted its investor with significant influence - Koito Manufacturing Co., Ltd. for assistance on the examination of the headlight products. The examination expenses were $15,199 thousand and $20,092 thousand the years ended December 31, 2020 and 2019, respectively, and had been recognized as selling and marketing expenses.

  • 49 -

3) Royalty revenue

The Group entered into a royalty revenue contract with its associate - Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd. from April 1, 2019 to March 31, 2024. The royalty revenues were $39,762 thousand and $62,847 thousand for the years ended December 31, 2020 and 2019, respectively, and had been recognized as other income of non-operating income and expenses. According to the contract, 50% of the royalty revenue should be paid to its investor with significant influence - Koito Manufacturing Co., Ltd. which amounted to $15,098 thousand and $26,813 thousand for the years ended December 31, 2020 and 2019, respectively, and had been recognized as other losses, net of non-operating income and expenses.

The Group entered into a contract with subsidiary of Koito Manufacturing Co., Ltd - Hubei Koito Automotive Lamp Co., Ltd. from December 25, 2015 to December 24, 2020. The royalty revenues were $4,235 thousand and $7,193 thousand for the years ended December 31, 2020 and 2019, respectively, and had been recognized as other income of non-operating income and expenses.

The Group entered into a contract with subsidiary of Koito Manufacturing Co., Ltd - Guangzhou Koito Automotive Lamp Co., Ltd. from November 11, 2019 to December 31, 2020. The royalty revenue was $2,034 thousand and $163 thousand for the year ended December 31, 2020, and 2019, respectively, and had been recognized as other income of non-operating income and expenses.

  • k. Donations (classified under general and administrative expenses)
Related Party Category/Name
Substantive related party
l. Remuneration of key management personnel
For the Year Ended December 31 For the Year Ended December 31
2020
$ 53
2019
$ 1,000
Short-term employee benefits
Post-employment benefits
For the Year Ended December 31 For the Year Ended December 31


2020
$ 13,860


132

$ 13,992
2019
$ 18,806

165
$ 18,971

The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.

28. OTHER ITEMS

As a result of the COVID-19 pandemic, the Group’s major U.S. client suspended operations starting from the end of March 2020 to the end of May 2020, leading to delayed shipments and a reduction in order volume, resulting in a substantial decline of 36% in operating revenue from April 2020 to June 2020 compared to the same period of the previous year. In response, the Group has successively applied to the government for salary subsidies, and obtained up to $42,506 thousand in funding (refer to Note 21). Since the end of May 2020, the U.S. client has gradually resumed operations. As of the date the consolidated financial statements were authorized for issue, the Group continues to evaluate the economic impact of the COVID-19 pandemic.

  • 50 -

29. SIGNIFICANT 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 and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:

December 31, 2020

Foreign Carrying
Currency Exchange Rate Amount
Financial assets
Monetary items
USD $ 10,147 28.100 $ 285,120
CNY 17,964 4.316 77,532
JPY 816,722 0.2725 222,557
Non-monetary items
Investments accounted for using the equity
method
CNY 77,227 4.365 337,080
Financial liabilities
Monetary items
USD 4,779 28.100 134,278
CNY 6,670 4.316 28,789
JPY 251,528 0.2725 68,541
December 31, 2019
Foreign Carrying
Currency Exchange Rate Amount
Financial assets
Monetary items
USD $ 8,769 30.005 $ 263,105
CNY 20,089 4.299 86,363
JPY 390,852 0.2758 107,797
Non-monetary items
Investments accounted for using the equity
method
CNY 93,030 4.297 399,795
Financial liabilities
Monetary items
USD 647 30.005 19,412
CNY 4,285 4.299 18,420
JPY 202,742 0.2758 55,916

The carrying amount of investments accounted for using the equity method does not contain the reduction of unrealized gains.

  • 51 -

The significant realized and unrealized foreign exchange gains (losses) were as follows:

For the Year Ended December 31

Foreign
Currency
USD
CNY
JPY
2020
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
29.408 (USD:NTD)
$ (36,171)
4.26 (CNY:NTD)
696
0.2762 (JPY:NTD)
25,282
$ (10,193)
2019
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
30.85 (USD:NTD)
$ (5,279)
4.47 (CNY:NTD)
(3,226)
0.2828 (JPY:NTD)
5,129
$ (3,376)

30. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions:

  • 1) Financing provided to others (None)

  • 2) Endorsements/guarantees provided (None)

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (None)

  • 4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 1)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 2)

  • 9) Trading in derivative instruments (None)

  • 10) Intercompany relationships and significant intercompany transactions (None)

  • b. Information on investees (Table 3)

  • 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 4)

  • 52 -

  • 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 5):

    • 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 year or on the financial position, such as the rendering or receipt 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 6)

31. SEGMENT INFORMATION

  • a. Segment revenue, results, total assets and liabilities

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. The Group is considered one segment by the chief operating decision maker. The basis for such measurement is the same as that for the preparation of financial statements. Refer to the consolidated statements of comprehensive income for the related segment revenue and operating results.

  • b. Revenue from major products and services

The following is an analysis of the Group’s revenue from continuing operations from its major products and services.

Car lamps
Molds
Others
For the Year Ended December 31 For the Year Ended December 31


2020
$ 3,525,336

734,172

537,657

$ 4,797,165
2019
$ 4,091,095
713,040

586,061
$ 5,390,196
  • c. Geographical information

The Group mainly operates in one principal geographical area - Taiwan.

  • 53 -

The Group’s revenue from continuing operations from external customers by location of operations and information about its non-current assets by location of assets are detailed below.

Taiwan
Japan
China
USA
Others
Taiwan
Revenue from External Customers Revenue from External Customers
For the Year Ended December 31


2020
2019
$ 2,276,338
$ 2,609,919
957,426
930,818
203,599
264,970
1,205,471
1,441,893

154,331

142,596
$ 4,797,165
$ 5,390,196
Non-current Assets
December 31
2020
$ 1,399,162
2019
$ 1,393,817

Non-current assets exclude financial instruments and deferred tax assets.

  • d. Information about major customers

Single customers contributing 10% or more to the Group’s revenue were as follows:

Customer A
Customer B
Investors with significant influence over the
Company
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2020
$ 1,279,655
1,281,609
951,920

$ 3,513,184
%
27
27
20

74
2019
$ 1,522,789
1,536,520
911,282


$ 3,970,591
%
28
29
17
74
  • 54 -

TABLE 1

Ta Yih Industrial Co., Ltd. And Subsidiaries

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Buyer Related Party Relationship Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase/
Sale
Amount % of Total Payment
Terms
Unit Price Payment Terms Ending
Balance
% of
Total
The Company Koito Manufacturing Co., Ltd.
Fuzhou Koito Ta Yih
Automotive Lamp Co., Ltd
Investors with significant influence
over the Company
Associates accounted for using the
equity method

Sales
Purchases

Sales
$ (951,920)

403,969
(186,517)
(20)
11
(4)
90 days
90 days
120 to 180
days
No significant differences
No significant differences
Cost plus pricing
No significant differences
No significant differences
120 to 180 days. Generally
90 days.
Accounts
receivable
$ 186,041
Accounts
payable
(61,540)
Accounts
receivable
29,408
19
(7)
3
  • 55 -

TABLE 2

Ta Yih Industrial Co., Ltd. And Subsidiaries

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 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 Related Party Relationship Ending Balance
(Note 1)
Turnover
Rate
Overdue Overdue Amount Received in
Subsequent Period

Allowance for
Impairment Loss
Amount Actions Taken
The Company Koito Manufacturing Co., Ltd. Investors with significant influence over the
Company

$ 186,041
6.69 $ - $ 186,041 $ 94
  • 56 -

TABLE 3

Ta Yih Industrial Co., Ltd. And Subsidiaries

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor
Company
Investee Company Location Main Businesses and Products Original Investment
Amount
Original Investment
Amount
As of December 31, 2020 December 31, 2020 Net Income
(Loss) of
the Investee


Share of
Profit
(Loss)
Note
December
31, 2020
December
31, 2019
Number of
Shares
% Carrying
Amount
The Company Ta Yih International
Investment Co., Ltd.
Omar Hodge Building, Wickhams Cay I P.O.
Box 362, Road Town, Tortola, British Virgin
Islands
Investment $ 1,367 $ 1,367
50,000
100 $ 860 $ (53) $ (53)

Note: Information on investments in mainland China, refer to Table 4.

  • 57 -

TABLE 4

Ta Yih Industrial Co., Ltd. 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
Main Businesses and
Products

Paid-in Capital
Method of Investment Method of Investment Accumulated
Outward Remittance
for Investment from
Taiwan as of
December 31, 2019
(Note 5)

Remittance of Funds

Remittance of Funds

Remittance of Funds
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31, 2020
Net Income
(Loss) of the
Investee
%
Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
(Note 1)
Carrying
Amount as of
December 31,
2020 (Note 1)
Accumulated
Repatriation of
Investment
Income as of
December 31,
2020 (Note 4)
Outward Inward
Fuzhou Koito
Ta Yih
Automotive
Lamp Co.,
Ltd
Import, export and
sale of automobile
lamps in mainland
China
US $9 million
(Note 2)
(NT $252,900
thousand) (Note 3)
Entrusting Ta Yih International
Investment Co., Ltd. which was
established in third region to invest
in mainland China.
Items referred to Rule No. 84022220
issued by the Investment
Commission,MOEA.
$ 42,470 $
-
$ - $ 42,470 $ (138,013) 49 $ (67,628) $ 332,286 $ 238,605
Accumulated Outward Remittance for Investment in
Mainland China as of
December 31, 2020
Investment Amount Authorized by The Investment
Commission, MOEA
Upper Limit on the Amount of Investment Stipulated by
The Investment Commission, MOEA (Note 6)
$ 42,470 US$4.41 million (Note 2)
(NT$123,921 thousand) (Note 3)
$1,760,329×60%=$1,056,197

Note 1: Amount was recognized based on the audited financial statements.

Note 2: On January 18, 1996, the Investment Commission, MOEA approved the investment of US$2.5 million (including cash investment of US$1.76 million and machinery investment of US$740,000) through the approval of the Rule No. 84022220. On February 20, 2001, according to the Rule No. 90003791, approved by the Investment Commission, MOEA, the Company entrusted Ta Yih Investment Co., Ltd. which was established in the third region to invest US$500,000 on machinery equipment. However, there was still US$150,000 left unpaid. Therefore, the amount of capital owned by Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd was only US$2.85 million. However, at the end of November 2005, the Company transferred 51% of the investment to Koito Manufacturing Co., Ltd. In December 2007, Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd resolved to issue share dividends from capital surplus of US$2.45 million , of which the investment amount belonged to the Company was US$2.45 million × 49% = US$1.205 million, and had been approved by the Investment Commission, MOEA on March 24, 2008. In August 2008, the Company applied for issuing share dividends from capital surplus of US$1.5 million, of which the amount of investment belonged to the company was US$1.5 million × 49% = US$735,000, and had been approved by the Investment Commission, MOEA on August 6, 2008. In May 2010, the Company applied for issuing share dividends from capital surplus of US$2.2 million, of which the amount of investment belonged to the Company was US$2.2 million × 49% = US$1.078 million. As of December 31, 2020, the paid-in capital of Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd was US$9 million. The registration was completed in July 2010 and had been approved by the Investment Commission, MOEA on November 30, 2010.

Note 3: The amount in the table should be shown in NTD (exchange rate was 28.1 at reporting date).

Note 4: Inward cash dividends.

Note 5: The original amount of investment was NT$86,673 thousands. 51% equity of Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd was sold for NT$44,203 thousands.

Note 6: The upper limit according to “Principle of Investment or Technical Cooperation in Mainland China” issued by the Investment Commission, MOEA on August 29, 2008.

  • 58 -

TABLE 5

Ta Yih Industrial Co., Ltd. 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 Purchase/Sale Price Transaction Details Transaction Details Notes/Accounts Receivable
(Payable)
Notes/Accounts Receivable
(Payable)
Unrealized Gain Note
Amount Payment Terms Comparison with Normal
Transactions
Ending Balance %
Fuzhou Koito Ta Yih Automotive
Lamp Co., Ltd
Sales
Royalty revenue
$ 186,517
39,762
Cost plus pricing
According to the contract
120 to 180 days
Every 180 days.
90 days
N/A
Accounts receivable
$ 29,408
Other receivables
19,803
3
90
$ 1,327
-
  • 59 -

TABLE 6

Ta Yih Industrial Co., Ltd. And Subsidiaries

INFORMATION OF MAJOR SHAREHOLDERS December 31, 2020

Name of Major Shareholder Shares Shares
Number of
Shares
Percentage of
Ownership (%)
Koito Manufacturing Co., Ltd.
Ta Wei Investment Co., Ltd.
24,774,750
22,523,880
32.50%
29.54%
  • 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 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 their shareholdings to a trust, the above information will be disclosed by the individual trustee who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Securities 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 the Market Observation Post System website of the Taiwan Stock Exchange.

  • 60 -

Appendix 2

2020 Individual Financial Statements

104

Ta Yih Industrial Co., Ltd.

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

  • 1 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Ta Yih Industrial Co., Ltd.

Opinion

We have audited the accompanying standalone financial statements of Ta Yih Industrial Co., Ltd. (the “Company”), which comprise the standalone balance sheets as of December 31, 2020 and 2019, and the standalone statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the standalone financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying standalone financial statements present fairly, in all material respects, the standalone financial position of the Company as of December 31, 2020 and 2019, and its standalone financial performance and its standalone cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and 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 standalone Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, 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 standalone financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the standalone 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 matter identified in the audit of the Company’s standalone financial statements for the year ended December 31, 2020 is as follows:

s

  • 2 -

Sales Revenue

The operating revenue of Ta Yih Industrial Co., Ltd. mainly comes from the sale of automobile and locomotive lamps. As revenue from a particular customer changed significantly from the previous year, and whether the revenue actually occurred is a predetermined risk in the Statement of Auditing Standards; therefore, the validity of revenue from the particular customer has been identified as a key audit matter. For the accounting policies related to operating revenue, refer to Table 4.

Our main audit procedures performed in respect of the above-mentioned key audit matter are as follows:

  1. We understood the internal controls related to revenue recognition and tested the operating effectiveness of the controls.

  2. We performed substantive tests on sales revenue, checked the customer's delivery records and other transaction vouchers and bank collection records, and checked whether the counterparty of the sales transactions is the same as the counterparty making payment, in order to determine that the sales transactions actually occurred.

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

Management is responsible for the preparation and fair presentation of the standalone financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of standalone financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the supervisors, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone 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 standalone 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

  3. 3 -

that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  • 4 -

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

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

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

  • Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision, and performance of the Company 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 a matter that was of most significance in the audit of the standalone financial statements for the year ended December 31, 2020 and is therefore the key audit matter. We describe this matter 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.

  • 5 -

The engagement partners on the audits resulting in this independent auditors’ report are Chi-Chen Li and Chao-Chin Yang.

Deloitte & Touche Taipei, Taiwan Republic of China

March 24, 2021

Notice to Readers

The accompanying standalone financial statements are intended only to present the standalone 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 standalone financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying standalone 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 standalone financial statements shall prevail.

  • 6 -

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) Ta Yih Industrial Co., Ltd.

STANDALONE BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash (Notes 4 and 6)
Notes receivable (Notes 4 and 7)
Accounts receivable (Notes 4, 7 and 19)
Accounts receivable from related parties (Notes 4, 7, 19 and 26)
Other receivables (Notes 4 and 7)
Other receivables from related parties (Notes 4, 7 and 26)
Inventories (Notes 4 and 8)
Prepayments (Notes 21 and 26)
Other current assets (Notes 13 and 21)
Total current assets
NON-CURRENT ASSETS
Investments accounted for using the equity method (Notes 4 and 9)
Property, plant and equipment (Notes 4, 10 and 26)
Right-of-use assets (Notes 4 and 11)
Intangible assets (Notes 4, 12 and 26)
Deferred tax assets (Notes 4 and 21)
Other non-current assets (Notes 4, 13 and 26)
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 14)
Contract liabilities - current (Notes 4, 19 and 26)
Notes payable (Note 15)
Notes payable to related parties (Notes 15 and 26)
Accounts payable (Note 15)
Accounts payable to related parties (Notes 15 and 26)
Other payables (Note 16)
Other payables to related parties (Notes 16 and 26)
Current tax liabilities (Notes 4 and 21)
Lease liabilities - current (Notes 4 and 11)
Other current liabilities (Note 16)
Total current liabilities
NON-CURRENT LIABILITIES
Deferred tax liabilities (Notes 4 and 21)
Lease liabilities - non-current (Notes 4 and 11)
Net defined benefit liabilities (Notes 4 and 17)
Other non-current liabilities (Note 16)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 18)
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity attributable to owners of the Company
TOTAL
December 31, 2020
Amount
%
$ 107,304
3
2,116
-
763,064
21
239,878
6
2,320
-
19,804
-
943,021
26
105,994
3

28,952

1

2,212,453
60
333,146
9
1,017,826
28
8,334
-
18,924
1
43,000
1

36,093

1

1,457,323
40
$ 3,669,776
100
$ 342,400
9
158,868
4
95,488
3
-
-
716,314
20
71,045
2
200,217
5
69,987
2
64,112
2
4,508
-

623

-

1,723,562
47
104,158
3
3,905
-
75,056
2

2,766

-

185,885

5

1,909,447
52

762,300
21

60,832

2
651,251
17
68,264
2

255,145

7

974,660
26

(37,463)

(1)

1,760,329
48
$ 3,669,776
100
December 31, 2019




































Amount
%
$ 89,954
2
4,969
-
749,794
21
104,896
3
3,484
-
31,578
1
812,523
22
361,970
10

30,773

1

2,189,941
60
394,173
11
957,283
26
19,186
1
-
-
36,337
1

40,136

1

1,447,115
40
$ 3,637,056
100
$ -
-
313,094
9
236,059
6
1,005
-
530,730
15
56,230
2
230,588
6
66,526
2
49,383
1
13,042
-

430

-

1,497,087
41
117,403
4
6,333
-
111,888
3

2,728

-

238,352

7

1,735,439
48

762,300
21

60,736

1
615,205
17
68,264
2

436,472
12

1,119,941
31

(41,360)

(1)

1,901,617
52
$ 3,637,056
100

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

  • 7 -

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

Ta Yih Industrial Co., Ltd.

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

OPERATING REVENUE (Notes 4, 19 and 26)
OPERATING COSTS (Notes 8, 17, 20 and 26)
GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES
REALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES
REALIZED GROSS PROFIT
OPERATING EXPENSES (Notes 7, 17, 20 and 26)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss
Total operating expenses
PROFIT FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES (Notes
20 and 26)
Interest income
Other income
Other gains and losses
Share of profit or loss of subsidiaries and associates
Total non-operating income and expenses
PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 21)
NET PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit
or loss:
Remeasurement of defined benefit plans (Note 17)
2020
Amount
%
$ 4,797,165
100

4,125,419
86

671,746
14
(1,327)
-

3,115

-

673,534
14
159,570
3
147,185
3
178,836
4

1,154

-

486,745
10

186,789

4
171
-
104,697
2
(45,347)
(1)

(67,681)

(1)

(8,160)

-
178,629
4

18,879

1

159,750

3
(138)
-
2019






















Amount
%
$ 5,390,196
100

4,423,289
82

966,907
18
(3,008)
-

3,971

-

967,870
18
184,519
4
170,674
3
199,992
4

665

-

555,850
11

412,020

7
415
-
76,113
2
(41,676)
(1)

1,479

-

36,331

1
448,351
8

87,894

1

360,457

7
(6,792)
-
(Continued)
  • 8 -

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

Ta Yih Industrial Co., Ltd.

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

Income tax relating to items that will not be
reclassified subsequently to profit or loss (Notes 4
and 21)
Items that may be reclassified subsequently to profit or
loss:
Exchange differences on translating the financial
statements of foreign operations
Income tax relating to items that may be reclassified
subsequently to profit or loss (Notes 4 and 21)
Other comprehensive income (loss) for the year,
net of income tax
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
EARNINGS PER SHARE (New Taiwan dollars, Note 22)
Basic
Diluted
2020
Amount
%

27

-

(111)

-
4,866
-

(969)

-

3,897

-

3,786

-
$ 163,536

3
$ 2.10
$ 2.09
2019










Amount
%

1,358

-

(5,434)

-
(15,530)
(1)

3,062

-

(12,468)

(1)

(17,902)

(1)
$ 342,555

6
$ 4.73
$ 4.72
$ $


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

(Concluded)

  • 9 -

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

Ta Yih Industrial Co., Ltd.

STANDALONE STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

BALANCE AT JANUARY 1, 2019
Appropriation of the 2018 earnings (Note 18)
Legal reserve
Cash dividends distributed by the Company - NT$3.8 per share
Unclaimed cash dividends overdue transferred to capital surplus
Net profit for the year ended December 31, 2019
Other comprehensive loss for the year ended December 31, 2019, net of income
tax

Total comprehensive income for the year ended December 31, 2019

BALANCE AT DECEMBER 31, 2019
Appropriation of the 2019 earnings (Note 18)
Legal reserve
Cash dividends distributed by the Company - NT$4 per share
Unclaimed cash dividends overdue transferred to capital surplus
Net profit for the year ended December 31, 2020
Other comprehensive income for the year ended December 31, 2020, net of
income tax

Total comprehensive income for the year ended December 31, 2020

BALANCE AT DECEMBER 31, 2020
Share Capital
Number of
Shares
Amount
Capital Surplus
76,230 $ 762,300 $ 60,605
-
-
-
-
-
-
-
-
131
-
-
-

-

-

-


-

-

-

76,230
762,300
60,736
-
-
-
-
-
-
-
-
96
-
-
-

-

-

-


-

-

-


76,230
$ 762,300
$ 60,832
Retained Earnings
Legal Reserve Special Reserve
Unappropriated
Earnings
$ 583,285 $ 68,264 $ 403,043

31,920
-
(31,920)

-
-
(289,674)

-
-
-

-
-
360,457

-

-

(5,434)

-

-

355,023

615,205
68,264
436,472

36,046
-
(36,046)

-
-
(304,920)

-
-
-

-
-
159,750

-

-

(111)

-

-

159,639
$ 651,251
$ 68,264
$ 255,145
Other Equity
Exchange
Differences on
Translating
Foreign
Operations
$ (28,892)
-
-
-
-

(12,468)


(12,468)

(41,360)
-
-
-
-

3,897


3,897

$ (37,463)
Total Equity
$ 1,848,605

-

(289,674)

131

360,457

(17,902)

342,555

1,901,617

-

(304,920)

96

159,750

3,786

163,536
$ 1,760,329




Number of
Shares
76,230
-
-
-
-

-


-

76,230
-
-
-
-

-


-


76,230















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

  • 10 -

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

Ta Yih Industrial Co., Ltd.

STANDALONE 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 recognized on trade receivables
Net gain on fair value changes of financial assets at fair value
through profit or loss
Finance costs
Interest income
Share of profits of subsidiaries and associates
Loss on disposal of property, plant and equipment, net
Provision for loss on inventories
Unrealized gain on transactions with associates
Realized gain on transactions with associates
Net loss on foreign currency exchange
Gain on disposal of right-of-use assets
Changes in operating assets and liabilities:
Notes receivable
Accounts receivable
Accounts receivable from related parties
Other receivables
Other receivables from related parties
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable
Notes payable to related parties
Accounts payable
Accounts payable to related parties
Other payables
Other payables to related parties
Other current liabilities
Net defined benefit liabilities
Other non-current assets

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
2020
$ 178,629

137,185
11,251
1,154
-
2,776
(171)
67,681
125
5,356
1,327
(3,115)
395
(2)
3,163
(15,551)
(135,571)
1,164
12,004
(135,854)
240,905
(6,992)
(154,226)
(140,571)
(1,005)
185,407
14,491
(30,448)
3,461
193
(36,970)

38

206,229
171
(2,699)

(11,240)


192,461
2019
$ 448,351
131,369
-
665
(1)
1,617
(415)
(1,479)
157
2,744
3,008
(3,971)
13,825
(11)
1,354
(188,336)
97,812
709
16,627
(29,298)
(138,302)
9,843
(9,925)
50,246
(5,432)
46,893
14,608
7,024
(2,211)
194
(29,925)

81
437,821
415
(1,277)

(47,688)

389,271

(Continued)

  • 11 -

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

Ta Yih Industrial Co., Ltd.

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

Purchase of financial assets at fair value through profit or loss
Proceeds from sale of financial assets at fair value through profit or
loss
Payments for property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings

Proceeds from short-term bills payable
Repayments of short-term bills payable
Proceeds from guarantee deposits received
Refunds of guarantee deposits received
Repayment of the principal portion of lease liabilities
Cash dividends
Unclaimed cash dividends overdue transferred to capital surplus

Net cash generated from (used in) financing activities

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

CASH AT THE END OF THE YEAR
2020
-
-
(181,939)
(1,603)
3,303

(20,051)


(200,290)

2,146,454
(1,802,772)
420,000
(420,000)
-
-
(13,679)
(304,920)

96


25,179

17,350

89,954

$ 107,304
2019
(10,000)
10,001
(111,101)
(3,624)
4,502

-

(110,222)
836,026
(836,026)
-
-
80
(30)
(12,842)
(289,674)

131

(302,335)
(23,286)

113,240
$ 89,954

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

(Concluded)

  • 12 -

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

Ta Yih Industrial Co., Ltd.

1. GENERAL INFORMATION

Ta Yih Industrial Co., Ltd. (the “Company”) was incorporated in 1964. It was formerly known as Ta Yih Industrial Corp. and changed to its present name in 1976. The Company mainly sells, manufactures and processes automobile parts, motorcycle parts, railway vehicle parts, transportation machineries, industrial plastic parts, as well as invests in related industries.

The Company’s shares have been trading on the Taiwan Stock Exchange since October 1997.

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

2. APPROVAL OF FINANCIAL STATEMENTS

The standalone financial statements were approved by the Company’s board of directors and authorized for issue on March 24, 2021.

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

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

Except for the following, the initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Company’s accounting policies:

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

The Company adopted the amendments starting from January 1, 2020. The threshold of materiality that could influence users has been changed to “could reasonably be expected to influence”. Accordingly, disclosures in the standalone financial statements do not include immaterial information that may obscure material information.

  • b. The IFRSs endorsed by the 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 January 1, 2021 “Interest Rate Benchmark Reform - Phase 2” Amendment to IFRS 16 “Covid-19-Related Rent Concessions” June 1, 2020

  • 13 -

c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC

Effective Date New IFRSs Announced by IASB (Note 1)

“Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 2) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 3) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2023 Non-current” Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 6) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 7) Amendments to IAS 16 “Property, Plant and Equipment - Proceeds January 1, 2022 (Note 4) before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a January 1, 2022 (Note 5) Contract”

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

  • 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.

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

  • 14 -

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The standalone financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • b. Basis of preparation

The standalone financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value, 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, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, 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.

When preparing the standalone financial statements, the Company used the equity method to account for its investments in subsidiaries and associates. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the standalone financial statements to be the same as the amounts attributable to the owners of the Company in its consolidated financial statements, adjustments arising from the differences in accounting treatments between the standalone basis and the consolidated basis were made to investments accounted for using the equity method, the share of profit or loss of subsidiaries and associates and the related equity items, as appropriate, in the standalone financial statements.

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

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

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

  • 3) 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:

  • 1) Liabilities held primarily for the purpose of trading;

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

  • 3) Liabilities for which the Company 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.

  • 15 -

d. Foreign currencies

In preparing the standalone financial statements of the Company, transactions in currencies other than the Company’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 in which they arise.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

For the purposes of presenting the standalone financial statements, the investments of the Company’s foreign operations (including subsidiaries and associates in other countries that use currencies which are different from the Company) are translated into the New Taiwan dollar using exchange rates prevailing at the end of the reporting period. 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.

e. 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. Inventories are recorded at the standard cost on the balance sheet date. The difference between actual costs and normal standard costs is allocated in proportion to inventory and operational costs on fiscal year-end, in order to approach the amount of weighted-average cost.

  • f. Investments in subsidiaries

The Company uses the equity method to account for its investments in subsidiaries.

A subsidiary is an entity that is controlled by the Company.

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

The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the investee’s financial statements as a whole. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes a reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years.

  • g. Investments in associates

An associate is an entity over which the Company has significant influence and which is neither a subsidiary nor an interest in a joint venture.

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

  • 16 -

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

The entire carrying amount of an investment is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

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

  • h. Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation.

Property, plant and equipment in the course of construction are measured at cost. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.

Except for freehold land which is not depreciated, 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 effects of any changes in the estimates 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. 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.

  • j. Impairment of property, plant and equipment, right-of-use assets, intangible assets and assets related to contract costs

At the end of each reporting period, the Company reviews the carrying amounts of its plant and equipment, right-of-use assets and intangible assets to determine whether there is any indication that those assets have suffered any 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 Company 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.

  • 17 -

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.

Before the Company recognizes an impairment loss from assets related to contract costs, any impairment loss on inventories related to the contract applicable under IFRS 15 shall be recognized in accordance with applicable standards. Then, impairment loss from the assets related to the contract costs is recognized to the extent that the carrying amount of the assets exceeds the remaining amount of consideration that the Company expects to receive in exchange for related goods or services less the costs which relate directly to providing those goods or services and which have not been recognized as expenses. The assets related to the contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that cash-generating unit.

When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs 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, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.

k. Financial instruments

Financial assets and financial liabilities are recognized when the Company 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.

1) Financial assets

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

a) Measurement categories

Financial assets are classified into the following categories: financial assets at FVTPL and financial assets at amortized cost.

i. Financial assets at FVTPL

Financial assets are classified as at FVTPL when such financial assets are mandatorily classified 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, interest earned and remeasurement gains or losses on such financial assets are recognized in other gains or losses.

  • 18 -

  • 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, accounts receivable at amortized cost (including related parties), notes receivable (including related parties), other receivables (including related parties), and refundable deposits (classified under other non-current assets), 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 such 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 are not credit-impaired on purchase or origination but 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 in subsequent reporting periods.

A financial asset is credit impaired when one or more of the following events have occurred:

  • i) Significant financial difficulty of the issuer or the borrower;

  • ii) Breach of contract, such as a default;

  • iii) It is becoming probable that the borrower will enter bankruptcy or undergo a financial reorganization; or

  • iv) The disappearance of an active market for that financial asset because of financial difficulties.

  • b) Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivable).

The Company always recognizes lifetime expected credit losses (ECLs) for accounts receivable. For all other financial instruments, the Company 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 Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

  • 19 -

Expected credit losses reflect the weighted average of credit losses with the respective risks of 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.

For internal credit risk management purposes, the Company determines that the following situations indicate that a financial asset is in default (without taking into account any collateral held by the Company):

  • i. Internal or external information show that the debtor is unlikely to pay its creditors.

  • ii. When a financial asset is more than 365 days past due unless the Company has reasonable and corroborative information to support a more lagged default criterion.

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 Company 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.

  • 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.

  • l. Revenue recognition

The Company identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

For contracts where the period between the date on which the Company transfers a promised good or service to a customer and the date on which the customer pays for that good or service is one year or less, the Company does not adjust the promised amount of consideration for the effects of a significant financing component.

  • 1) Revenue from the sale of goods

Revenue from the sale of goods comes from sales of car lamps and molds. Sales of goods are recognized as revenue and accounts receivable when the goods are delivered to the customer’s specific location because it is the time when the customer has full discretion over the manner of

  • 20 -

distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence.

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

2) Royalty revenue

Royalty revenue is recognized on an accrual basis in accordance with the substance of the relevant agreement and provided that it is probable that the economic benefits will flow to the Company and that the amount of revenue can be measured reliably. Royalty arrangements that are based on sales are recognized with reference to the underlying arrangement.

m. Leases

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

The Company as lessee

The Company 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 balance sheets.

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. 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 Company uses the lessee’s incremental borrowing rate.

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, the Company 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 balance sheets.

  • n. Government grants

Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attached to them 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 Company recognizes as expenses the related costs that the grants are intended to compensate.

  • 21 -

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

  • o. 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.

  • 2) Retirement benefits

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

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost, past service cost, as well as gains and losses on settlements) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling 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 Company’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.

  • 3) Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plans except that remeasurement is recognized in profit or loss.

  • p. Taxation

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

  • 1) Current tax

According to the Income Tax Act in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain 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 to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

  • 22 -

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates except where the Company 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 Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred taxes

Current and deferred taxes 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 taxes 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 Company'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 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.

6. CASH

Cash on hand
Checking accounts and demand deposits
December 31 December 31


2020
$ 756


106,548

$ 107,304
2019
$ 943

89,011
$ 89,954
  • 23 -

7. NOTES RECEIVABLE, ACCOUNTS RECEIVABLE (INCLUDING RELATED PARTIES), AND OTHER RECEIVABLES (INCLUDING RELATED PARTIES)

Notes receivable
At amortized cost
Gross carrying amount - operating
Less: Allowance for impairment loss
Accounts receivable
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Accounts receivable from related parties
At amortized cost
Gross carrying amount
Less: Allowance for impairment loss
Other receivables
Tariff refund receivables
Others
Other receivables from related party
Royalty receivables
Others
December 31 December 31
2020
$ 2,207
91
$ 2,116
$ 768,841
5,777
$ 763,064
$ 240,122
244
$ 239,878
$ 241
2,079
$ 2,320
$ 19,803
1
$ 19,804
2019
$ 5,370
401
$ 4,969
$ 754,641
4,847
$ 749,794
$ 104,997
101
$ 104,896
$ 712
2,772
$ 3,484
$ 31,171
407
$ 31,578

The average credit period of sales of goods was 60 to 90 days. No interest was charged on accounts receivable.

The Company 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 by reference to the past default records of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date. As the Company’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Company’s different customer base.

  • 24 -

The Company writes off trade receivables when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation. For trade receivables that have been written off, the Company 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 following table details the loss allowance of trade receivables based on the Company’s provision matrix:

December 31, 2020

Expected credit loss rate
Gross carrying amount
Loss allowance
(Lifetime ECL)
Amortized cost
**No indication of default of debtor ** **No indication of default of debtor ** Individual
identification
13%
$ 34,048

(4,505 )


$ 29,543
Total
$ 1,011,170
(6,112 )

$ 1,005,058


Not Past Due
0%~0.08%
$ 956,157

(1,590 )


$ 954,567
Up to 60 Days
0.08%~0.1%
$ 20,923

(17 )


$ 20,906
61 to 90 Days
0.1%~0.91%
$ 42

-


$ 42

December 31, 2019

Expected credit loss rate
Gross carrying amount
Loss allowance (Lifetime
ECL)
Amortized cost
No indicati on of default of deb **tor ** ver 365 Days
T
50%~100%
$ 3,652

(1,825)

$ 1,827
he debtor has
defaulted
100%
$ 391

(391)

$ -
Total
$ 865,008
(5,349)
$ 859,659



Not Past Due
Up to 60 Days
6
0%~0.97%
0.97%~1.1%

$ 817,832
$ 41,511

(2,500)
(454)


$ 815,332
$ 41,057
1 to 90 Days
9
1.1%~7.47%
$ 1,090

(81)

$ 1,009
1 to 365 Days
O
7.47%~50%
$ 532

(98)

$ 434

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
Balance at December 31
For the Year Ended December 31 For the Year Ended December 31
2020
$ 5,349
1,154
(391)
$ 6,112
2019
$ 4,684
665
-
$ 5,349

8. INVENTORIES

Merchandise
Finished goods
Work in progress
Raw materials
December 31 December 31
2020
$ 161,926
405,847
105,649
269,599
$ 943,021
2019
$ 95,944
323,265
211,500
181,814
$ 812,523
  • 25 -

The nature of the cost of goods sold is as follows:

Cost of inventories sold
Inventory write-downs
For the Year Ended December 31 For the Year Ended December 31
2020
$ 4,120,063
5,356
$ 4,125,419
2019
$ 4,420,545
2,744
$ 4,423,289

9. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in subsidiaries
Investments in associates
a. Investments in subsidiaries
Ta Yih International Investment Co., Ltd. (BVI)
December 31 December 31
2020
2019
$ 860
$ 960
332,286
393,213
$ 333,146
$ 394,173
December 31
2020
$ 860
2019
$ 960

As of December 31, 2020 and 2019, the Company’s percentage of ownership and voting rights in Ta Yih International Investment Co., Ltd. (BVI) were both 100%

  • b. Investments in associates
Material associates
Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd.
December 31 December 31
2020
$ 332,286
2019
$ 393,213

As of December 31, 2020 and 2019, The Company’s percentage of ownership and voting rights in Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd. were both 49%

The summarized financial information below represents amounts shown in the associates’ financial statements prepared in accordance with IFRSs adjusted by the Company for equity accounting purposes.

  • 26 -

Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd.

Current assets
Non-current assets
Current liabilities
Equity
Proportion of the Company’s ownership
Equity attributable to the Company
Unrealized gain or loss with associates
Carrying amount
Operating revenue
Net profit for the year
Total comprehensive income for the year
December 31 December 31
2020
2019
$ 1,802,684
$ 2,203,533
1,192,665
1,201,867
(2,307,429)
(2,589,490)
$ 687,920
$ 815,910
49%
49%
$ 337,080
$ 399,795
(4,794)
(6,582)
$ 332,286
$ 393,213
For the Year Ended December 31
2020
$ 1,871,311
$ (138,013)
$ (138,013)
2019
$ 2,708,164
$ 3,095
$ 3,095

Refer to Table 3 “Information on Investees” and Table 4 “Information on Investments in Mainland China” for the nature of activities, principal places of business and countries of incorporation of the associates.

The investments in subsidiaries and associates accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2020 and 2019 were based on the subsidiaries and associates’ financial statements which have been audited for the same years.

10. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance at January 1, 2019
Additions
Disposals
Balance at December 31,
2019
Accumulated depreciation
Balance at January 1, 2019
Depreciation expenses
Disposals
Balance at December 31,
2019
Carrying amount at
December 31, 2019
Land
$ 601,050
-
-
$ 601,050
$ -
-
-
$ -
$ 601,050
Buildings
$ 256,501
4,150
(4,666)
$ 255,985
$ 209,527
8,816
(4,663)
$ 213,680
$ 42,305
Machinery
Equipment
$ 1,039,152
45,147
(33,255)
$ 1,051,044
$ 810,384
57,617
(33,132)
$ 834,869
$ 216,175
Molding
Equipment
Transportation
Equipment
$ 304,435
$ 22,097
27,244
949
(284,522)
(5,743)
$ 47,157
$ 17,303
$ 288,128
$ 14,869
17,650
2,338
(284,522)
(5,743)
$ 21,256
$ 11,464
$ 25,901
$ 5,839
Other
Equipment
Total
$ 408,947
$ 2,632,182
31,802
109,292
(158,537)
(486,723)
$ 282,212
$ 2,254,751
$ 342,459
$ 1,665,367
32,246
118,667
(158,506)
(486,566)
$ 216,199
$ 1,297,468
$ 66,013
$ 957,283
(Continued)
  • 27 -
Cost
Balance at January 1, 2020
Additions
Disposals
Balance at December 31,
2020
Accumulated depreciation
Balance at January 1, 2020
Depreciation expenses
Disposals
Balance at December 31,
2020
Carrying amount at
December 31, 2020
Land
$ 601,050
-
-
$ 601,050
$ -
-
-
$ -
$ 601,050
Buildings
$ 255,985
2,530
-
$ 258,515
$ 213,680
8,803
-
$ 222,483
$ 36,032
Machinery
Equipment
$ 1,051,044
51,577
(11,611)
$ 1,091,010
$ 834,869
56,607
(11,487)
$ 879,989
$ 211,021
Molding
Equipment
Transportation
Equipment
$ 47,157
$ 17,303
106,375
280
(22,,029)
-
$ 131,503
$ 17,583
$ 21,256
$ 11,464
26,780
2,129
(22,029)
-
$ 26,007
$ 13,593
$ 105,496
$ 3,990
Other
Equipment
$ 282,212
23,520
(8,574)
$ 297,158
$ 216,199
29,295
(8,573)
$ 236,921
$ 60,237
Total
$ 2,254,751
184,282
(42,214)
$ 2,396,819
$ 1,297,468
123,614
(42,089)
$ 1,378,993
$ 1,017,826

(Concluded)

All property, plant and equipment are used by the Company.

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings
Main buildings 40 - 60 years
Factory and other buildings 5 - 40 years
Machinery equipment 3 - 12 years
Molding equipment 2 - 3 years
Transportation equipment 5 years
Other equipment 3 - 8 years

11. LEASE ARRANGEMENTS

  • a. Right-of-use assets
Carrying amount
Buildings
Office equipment
Transportation equipment
December 31 December 31


2020
$ -

2,090

6,244

$ 8,334
2019
$ 5,745
2,612

10,829
$ 19,186
  • 28 -
Additions to right-of-use assets
Depreciation charge for right-of-use assets
Buildings
Office equipment
Transportation equipment
Lease liabilities
Carrying amount
Current
Non-current
Range of discount rate for lease liabilities was as follows:
Buildings
Office equipment
Transportation equipment
For the Year Ended December 31



2020
2019
$ 2,775
$ 8,570
$ 5,745
$ 5,745
522
523

7,304

6,434
$ 13,571
$ 12,702
December 31

2020
2019
$ 4,508
$ 13,042
$ 3,905
$ 6,333
December 31
2020
2019
-
1.44%
1.45%
1.44%
1.25%-1.45%
1.44%-1.45%

b. Lease liabilities

c. Material leasing activities and terms

The Company leases company cars and office equipment with lease terms of 2 to 5 years. These arrangements do not contain renewal or purchase options.

The Company also leases land and buildings for the use of plants with lease terms of 2 years. The Company does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms. In addition, the Company is prohibited from subleasing or transferring all or any portion of the underlying assets without the lessor’s consent.

d. Other lease information

Expenses relating to short-term leases
Expenses relating to low-value asset leases
Total cash outflow for leases
For the Year Ended December 31 For the Year Ended December 31


2020
$ 2,409

$ 148

$ (16,455)
2019
$ 5,186
$ 254
$ (18,396)

The Company’s leases of certain machinery 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.

  • 29 -

12. INTANGIBLE ASSETS

Cost
Balance at January 1, 2020

Additions
Reclassification

Balance at December 31, 2020

Accumulated amortization
Balance at January 1, 2020

Amortization expense

Balance at December 31, 2020

Carrying amount at December 31, 2020

The above other intangible assets are amortized
follows:
Computer software
Patents
Computer
Software
Patents
Total
$ -
$ -
$ -
19,551
500
20,051

9,839

285

10,124
$ 29,390
$ 785
$ 30,175
$ -
$ -
$ -

10,866

385

11,251
$ 10,866
$ 385
$ 11,251
$ 18,524
$ 400
$ 18,924
on a straight-line basis over their estimated useful lives as
2 - 3 years
5 - 7 years

13. OTHER ASSETS

Current
Input tax
Tax refund receivable
Payment on behalf of others
Non-current
Refundable deposits
Prepayments for property, plant, and equipment
December 31 December 31
2020
$ 28,846
-
106
$ 28,952
$ 14,301
21,792
$ 36,093
2019
$ 21,604
8,813
356
$ 30,773
$ 16,001
24,135
$ 40,136
  • 30 -

14. SHORT-TERM BORROWINGS

Borrowings

Unsecured borrowings
Bank unsecured loans
December 31 December 31
2020
$ 342,400
2019
$ -

The range of interest rates on bank loans was 0.75%-1.11% per annum at December 31, 2020.

15. NOTES PAYABLE AND ACCOUNTS PAYABLE (INCLUDING RELATED PARTIES)

Both notes payable and accounts payable were generated from operating activities. The Company has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

16. OTHER LIABILITIES

Current
Other payables
Payables for salaries or bonuses
Payables for molding equipment
Payables for annual leave
Payables for employees’ compensation
Payables for utilities expense
Others
Other payables to related parties
Payables for royalty
Payables for inspection expense
Payables for molds
Payables for design expense
Others
Other current liabilities
Receipts under custody
December 31
2020
2019
$ 134,988
$ 169,261
19,327
16,940
17,358
17,061
6,333
8,274
5,306
4,592
16,905
14,460
$ 200,217
$ 230,588
$ 60,603
$ 60,715
3,635
3,386
1,105
2,125
440
-
4,204
300
$ 69,987
$ 66,526
$ 623
$ 430
(Continued)
2020
$ 134,988
19,327
17,358
6,333
5,306
16,905
$ 200,217
$ 60,603
3,635
1,105
440
4,204
$ 69,987
$ 623
  • 31 -
Non-current
Other non-current liabilities
Provision for employee benefits
Guarantee deposits received
December 31
2020
2019
$ 2,526
$ 2,488
240
240
$ 2,766
$ 2,728
(Concluded)
2020
$ 2,526
240
$ 2,766

Provision for employee benefits is the estimate of long-term bonus for senior employees.

17. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

b. Defined benefit plans

The defined benefit plans adopted by the Company in accordance with the Labor Standards Act is operated by the government of the Republic of China (ROC). Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 11% and 8% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee and a manager pension fund administered by the manager pension fund managing committee. Pension contributions are deposited respectively in the Bank of Taiwan and Taiwan Business Bank in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to influence the investment policy and strategy.

The amounts included in the standalone balance sheets in respect of the Company’s defined benefit plans were as follows:

Present value of defined benefit obligation
Fair value of plan assets
Net defined benefit liabilities
December 31
2020
2019
$ 318,954
$ 341,705
(243,898)
(229,817)
$ 75,056
$ 111,888
  • 32 -

Movements in net defined benefit liabilities were as follows:

Present Value of
the Defined
Benefit
Obligation
Fair Value of the
Plan Assets
Balance at January 1, 2019
$ 371,377
$ (236,357)
Service cost
Current service cost
4,003
-
Net interest expense (income)
4,178
(2,696)
Recognized in profit or loss
8,181
(2,696)
Remeasurement
Return on plan assets (excluding
amounts included in net interest)
-
(7,030)
Actuarial loss - changes in
demographic assumptions
1,467
-
Actuarial loss - changes in financial
assumptions
13,369
-
Actuarial profit - experience
adjustments
(1,014)

-


Recognized in other comprehensive
income
13,822

(7,030)


Contributions from the employer
-
(35,409)
Benefits paid
(51,675)
51,675
Balance at December 31, 2019
341,705
(229,817)
Service cost
Current service cost
3,111
-
Net interest expense (income)
2,563
(1,764)
Recognized in profit or loss
5,674
(1,764)
Remeasurement
Return on plan assets (excluding
amounts included in net interest)
-
(7,492)
Actuarial loss - changes in
demographic assumptions
875
-
Actuarial loss - changes in financial
assumptions
8,088
-
Actuarial profit - experience
adjustments
(1,333)

-


Recognized in other comprehensive
income
7,630

(7,492)


Contributions from the employer
-
(40,880)
Benefits paid
(36,055)
36,055
Balance at December 31, 2020
$ 318,954
$ (243,898)
Net Defined
Benefit
Liabilities
(Assets)
$ 135,020
4,003
1,482
5,485
(7,030)
1,467
13,369
(1,014)

6,792

(35,409)
-
111,888
3,111
799
3,910
(7,492)
875
8,088
(1,333)

138

(40,880)
-
$ 75,056
  • 33 -

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:

Operating costs
Selling and marketing expenses
General and administrative expenses
Research and development expenses
For the Year Ended December 31 For the Year Ended December 31
2020
$ 2,811
39
651
409
$ 3,910
2019
$ 4,014
45
925
501
$ 5,485

Through the defined benefit plans under the Labor Standards Act, the Company 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 plans’ 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.

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
Expected rate of salary increase
December 31
2020
2019
0.500%
0.750%
2.000%
2.000%

If possible reasonable changes 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:

Discount rate
0.25% increase
0.25% decrease
Expected rate of salary increase/decrease
0.25% increase
0.25% decrease
December 31 December 31
2020
$ (8,092)
$ 8,398
$ 8,128
$ (7,874)
2019
$ (9,004)
$ 9,353
$ 9,074
$ (8,782)

The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

  • 34 -
Expected contributions to the plans for the next year
Average duration of the defined benefit obligation
December 31 December 31
2020
$ 4,896

10.3 years
2019
$ 10,771
10.7 years

18. EQUITY

a. Share capital

Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)
Ordinary shares

Shares issued
Ordinary shares

76,230
$ 762,300

76,230
$ 762,300

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.

b. Capital surplus

Issuance of ordinary shares
Capital surplus from gain on disposal of assets
Donations (dividends expired)
December 31 December 31
2020
$ 56,330
4,142
360
$ 60,832
2019
$ 56,330
4,142
264
$ 60,736

Such capital surplus from issuance of ordinary shares and donations may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year). Capital surplus from gain on disposal of assets may only be used to offset a deficit.

c. Retained earnings and dividends policy

Under the dividends policy as set forth in the amended Articles, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors and supervisors before and after amendment, refer to Note 20(f)“ Employees’ compensation and remuneration of director and supervisors for 2020 and 2019”.

In order to take the future needs of funding and long-term financial plan into consideration, when the board of directors drafts the surplus distribution, more than 50% of accumulated unappropriated earnings will be allocated as shareholders’ dividends, and the cash dividends shall not be lower than the 50% of the shareholders’ dividends. The said proportion of allocation of dividends and cash dividends shall be resolved by the resolution of the shareholders in their meeting.

  • 35 -

Appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset a 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.

Items referred to under Rule No. 1010012865 and in the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.

The appropriations of earnings for 2019 and 2018, which were approved in the shareholders’ meetings on June 12, 2020 and June 18, 2019, respectively, were as follows:

Legal reserve
Cash dividends
Cash dividends per share (NT$)
Appropriation of Earnings Appropriation of Earnings
For the Year Ended December 31


2019
$ 36,046

$ 304,920

$ 4
2018
$ 31,920
$ 289,674
$ 3.8

The appropriations of earnings for 2020 were proposed by the Company’s board of directors on March 24, 2021. The appropriations were as follows:

Appropriation of Appropriation of
Earnings
Legal reserve $ 15,964
Cash dividends $ 99,099
Cash dividends per share (NT$) $ 1.3

The appropriations of earnings for 2020 are subject to the resolution of the shareholders in their meeting.

19. REVENUE

Revenue from contracts with customers
Revenue from sale of goods
For the Year Ended December 31 For the Year Ended December 31
2020
$ 4,797,165
2019
$ 5,390,196

a. Contract information Revenue from sale of goods

The Company’s primary products are car lamps and molds. Car lamps and molds are sold at their respective fixed amounts as agreed in the contracts.

  • 36 -

b. Contract balances

Accounts receivable (including related
parties) (Note 7)

Contract liabilities - current
Deferred revenue
December 31,
2020
$ 1,002,942

$ 158,868
December 31,
2019
$ 854,690

$ 313,094
January 1,
2019
$ 780,046
$ 323,019

The changes in the balance of contract liabilities primarily resulted from the timing differences between the Company’s satisfaction of performance obligations and the respective customer’s payment.

Revenue recognized in the current year from the contract liabilities at the beginning of the year is as follows:

From the contract liabilities at the beginning of the year
Sale of goods
c. Disaggregation of revenue
For the Year Ended December 31 For the Year Ended December 31
2020
$ 231,987
2019
$ 276,527
Type of goods
Car lamps
Molds
Others
For the Year Ended December 31 For the Year Ended December 31
2020
$ 3,525,336
734,172
537,657
$ 4,797,165
2019
$ 4,091,095
713,040
586,061
$ 5,390,196

20. PROFIT BEFORE INCOME TAX

a. Interest income

Bank deposits For the Year Ended December 31 For the Year Ended December 31
2020
$ 171
2019
$ 415
  • b. Other income
Royalty revenue
Government grants revenue (Note 27)
Others
For the Year Ended December 31 For the Year Ended December 31


2020
$ 46,031

42,506

16,160

$ 104,697
2019
$ 70,203
-

5,910
$ 76,113
  • 37 -

c. Other gains and losses

Fair value changes of financial assets and financial liabilities
Financial assets classified as at FVTPL
Interest on bank loans
Interest on lease liabilities
Net foreign exchange losses
Royalty expense
Loss on disposal of property, plant and equipment
Others
For the Year Ended December 31 For the Year Ended December 31
2020
$ -
(2,557)
(219)
(10,193)
(15,098)
(125)
(17,155)
$ (45,347)
2019
$ 1
(1,277)
(340)
(3,376)
(26,813)
(157)
(9,714)
$ (41,676)

d. Depreciation and amortization

Property, plant and equipment
Right-of-use assets
Intangible assets
An analysis of depreciation by function
Operating costs
Operating expenses
An analysis of amortization by function
Operating costs
Operating expenses
For the Year Ended December 31 For the Year Ended December 31







2020
$ 123,614

13,571

11,251

$ 148,436

$ 117,834


19,351

$ 137,185
$ 2,565


8,686

$ 11,251
2019
$ 118,667
12,702

-
$ 131,369
$ 113,919

17,450
$ 131,369
$ -

-
$ -

e. Employee benefits expense

Short-term benefits
Salaries
Directors’ remuneration
Labor and health insurance
Others
For the Year Ended December 31
2020
2019
$ 506,998
$ 581,610
900
690
49,899
53,939
23,702
25,379
581,499
661,618
(Continued)
2020
$ 506,998
900
49,899
23,702
581,499
  • 38 -
Post-employment benefits
Defined contribution plans
Defined benefit plans (Note 17)
Total employee benefits expense
An analysis of employee benefits expense by function
Operating costs
Operating expenses
For the Year Ended December 31
2020
2019
21,141
22,244
3,910
5,485
25,051
27,729
$ 606,550
$ 689,347
$ 386,252
$ 442,022
220,298
247,325
$ 606,550
$ 689,347
(Concluded)
2020
21,141
3,910
25,051
$ 606,550
$ 386,252
220,298
$ 606,550

f. Employees’ compensation and remuneration of directors and supervisors

According to the Articles of Incorporation of the Company, the Company accrued employees’ compensation at the rates of no less than 1% of net profit after offsetting previous fiscal deficits, and before income tax, and employees’ compensation. The employees’ compensation for the years ended December 31, 2020 and 2019, which were approved by the Company’s board of directors on March 24, 2021 and March 6, 2020, respectively, were as follows:

Accrual rate

Employees’ compensation
Amount
Employees’ compensation - cash
For the Year Ended December 31
2020
2019
1%
1%
For the Year Ended December 31
2020
2019
$ 1,804
$ 4,529

Remuneration of directors and supervisors was not issued over the years.

If there is a change in the amounts after the annual standalone financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

There was no difference between the actual amounts of employees’ compensation paid and the amounts recognized in the standalone financial statements for the year ended December 31, 2019 and 2018.

Information on the employees’ compensation resolved by the Company’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • 39 -

  • g. Gains or losses on foreign currency exchange

Foreign exchange gains
Foreign exchange losses
For the Year Ended December 31 For the Year Ended December 31
2020
$ 38,536
(48,729)
$ (10,193)
2019
$ 40,031
(43,407)
$ (3,376)

21. INCOME TAX

  • a. Income tax recognized in profit or loss

Major components of income tax expense are as follows:

Current tax
In respect of the current year
Income tax on unappropriated earnings
Adjustment for prior years
Deferred tax
In respect of the current period
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31



2020
$ 48,371

703

(9,345)

39,729

(20,850)

$ 18,879
2019
$ 86,437
-

60
86,497

1,397
$ 87,894

A reconciliation of accounting profit and income tax expenses is as follows:

Profit before tax
Income tax expense calculated at the statutory rate
Tax-exempt income
Unrecognized deductible temporary differences
Income tax on unappropriated earnings
Adjustments for prior years’ tax
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31
2020
$ 178,629
$ 35,726
(8,501)
296
703
(9,345)
$ 18,879
2019
$ 448,351
$ 89,670
-
(1,836)
-
60
$ 87,894

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. When calculating the tax on unappropriated earnings, the Company only deducts the amount of the unappropriated earnings that has been reinvested in capital expenditure.

  • 40 -

b. Income tax recognized in other comprehensive income

Deferred tax
In respect of the current year
Remeasurement of defined benefit plans
Exchange differences on translating foreign operations
For the Year Ended December 31 For the Year Ended December 31
2020
$ 27
(969)
$ (942)
2019
$ 1,358
3,062
$ 4,420

c. Current tax assets and liabilities

Current tax assets
Tax refund receivable (classified under other current assets)
Prepaid income tax (classified under prepayments)
Current tax liabilities
Income tax payable
December 31 December 31



2020
$ -


-

$ -

$ 64,112
2019
$ 8,813

4,947
$ 13,760
$ 49,383

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2020

Opening Balance
Deferred Tax Assets
Temporary differences
Allowance for reduction of inventory to
market
$ 1,498

Unrealized gain or loss with associates
1,316
Long-term employee benefit liability
498
Deferred revenue
-
Defined benefit plans
22,377
Payables for annual leave
3,412
Unrealized exchange losses
1,863
Exchange differences on translating the
financial
statements
of
foreign
operations
5,373


$ 36,337

Deferred Tax Liabilities
Temporary differences
Unappropriated earnings of associates
$ 40,667

Land value tax

76,736

$ 117,403
Recognized in
Profit or Loss
$ 1,071

(357 )
7
14,185
(7,393 )
60
32
-


$ 7,605

$ (13,245 )


-

$ (13,245)
Recognized in
Other
Comprehensive
Income
$ -

-
-
-
27
-
-
(969 )


$ (942)

$ -


-

$ -
Closing Balance
$ 2,569
959
505
14,185
15,011
3,472
1,895
4,404
$ 43,000
$ 27,422

76,736
$ 104,158
  • 41 -

For the year ended December 31, 2019

Opening Balance
Deferred Tax Assets
Temporary differences
Allowance for reduction of inventory to
market
$ 949

Unrealized gain or loss with associates
1,509
Long-term employee benefit liability
481
Defined benefit plans
27,004
Payables for annual leave
3,566
Unrealized exchange losses
-
Exchange differences on translating the
financial
statements
of
foreign
operations
2,311


$ 35,820

Deferred Tax Liabilities
Temporary differences
Unappropriated earnings of associates
$ 42,207

Unrealized exchange gains
966
Land value tax

76,736

$ 119,909
Recognized in
Profit or Loss
$ 549

(193 )
17
(5,985 )
(154 )
1,863
-


$ (3,903)

$ (1,540 )

(966 )

-

$ (2,506)
Recognized in
Other
Comprehensive
Income
$ -

-
-
1,358
-
-
3,062


$ 4,420

$ -

-

-

$ -
Closing Balance
$ 1,498
1,316
498
22,377
3,412
1,863
5,373
$ 36,337
$ 40,667
-

76,736
$ 117,403
  • e. Income tax assessments

The tax returns of the Company through 2018 have been assessed by the tax authorities.

22. EARNINGS PER SHARE

The net profit and weighted average number of ordinary shares outstanding used in the computation of earnings per share were as follows:

Net profit for the year
Shares
Weighted average number of ordinary shares used in computation
of basic earnings per share
Effect of potentially dilutive ordinary shares:
Employees’ compensation
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
2020
2019
$ 159,750
$ 360,457
Unit: In Thousands of Shares
For the Year Ended December 31

2020
76,230

45


76,275
2019
76,230

82

76,312

Since the Company offered to settle the compensation paid to employees in cash or shares, the Company assumed that the entire amount of the compensation will be settled in shares and the resulting potential shares were 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

  • 42 -

the computation of diluted earnings per share until the shareholders resolve the number of shares to be distributed to employees at their meeting in the following year.

23. CASH FLOW INFORMATION

  • a. Non-cash transactions

In addition to those disclosed in other notes, the Company entered into the following non-cash investing and financing activities that were not reflected in the consolidated statements of cash flows for the years ended December 31, 2020 and 2019:

Increase in property, plant and equipment
Increase (decrease) in prepayments for equipment
Changes in liabilities arising from financing activities
For the year ended December 31, 2020
Balance at January 1, 2020
Net cash flows from financing activities
Non-cash changes
New leases
Lease modifications
Effect of foreign currency exchange differences
Balance at December 31, 2020
For the year ended December 31, 2019
Balance at January 1, 2019
Adjustments on initial application of IFRS 16
Restated on January 1, 2019
Net cash flows from financing activities
Non-cash changes
New leases
Lease modifications
Balance at December 31, 2019
For the Year Ended December 31 For the Year Ended December 31


2020
$ 184,282
(2,343)
$ 181,939
Short-term
borrowings
$ -

343,682
-
-

(1,282)

$ 342,400




2019
$ 109,292
1,809
$ 111,101
Lease liabilities
$ 19,375
(13,679)
2,775
(58)

-
$ 8,413
Lease liabilities
$ -

25,543
25,543
(12,842)
8,570

(1,896)
$ 19,375
  • b. Changes in liabilities arising from financing activities

  • 43 -

24. CAPITAL MANAGEMENT

The Company manages its capital to ensure that entities in the Company 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 Company consists of net debt (borrowings offset by cash) and equity of the Company. The Company is not subject to any externally imposed capital requirements.

25. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

The carrying amounts of the Company’s financial instruments that are not measured at fair value, such as cash, accounts receivable (including related parties), refundable deposits (classified under other non-current assets), accounts payable (including related parties), and guarantee deposits received (classified under other non-current liabilities) approximate their fair values.

  • b. Categories of financial instruments
Financial assets
Financial assets at amortized cost (1)
Financial liabilities
Financial liabilities at amortized cost (2)
December 31
2020
2019
$ 1,148,787
$ 1,000,676
1,495,691
1,121,378
  • 1) The balances include financial assets at amortized cost, which comprise cash, notes and accounts receivable (including related parties), other receivables (including related parties), and refundable deposits (classified under other non-current assets).

  • 2) The balances include financial liabilities at amortized cost, which comprise short-term borrowings, notes and accounts payable (including related parties), other payables (including related parties), and guarantee deposits received (classified under non-current liabilities).

  • c. Financial risk management objectives and policies

The Company’s major financial instruments include equity investments, accounts receivable, accounts payable, borrowings and lease liabilities.

The Company’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 Company through internal risk reports which analyze exposures by degree and magnitude of risks. These risks are market risk (including currency risk and interest rate risk), credit risk and liquidity risk.

  • 1) Market risk

The Company’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).

  • 44 -

a) Foreign currency risk

The Company had foreign currency sales and purchases, which exposed the Company to foreign currency risk.

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are set out in Note 28.

Sensitivity analysis

The Company was mainly exposed to the USD.

The following table details the Company’s sensitivity to an increase and decrease of 1% in the functional currency against the relevant foreign currencies. The sensitivity analysis included only outstanding foreign currency denominated monetary items. A positive number below indicates an increase in pre-tax profit. For a 1% weakening of the functional currency against the relevant foreign currency, there would be an equal and opposite impact on pre-tax profit, and the balances below would be negative.

Profit or loss USD Impact
For the Year Ended December 31
2020
2019
$ 1,508
$ 2,437

Exchange rate fluctuations are mainly attributable to the exposure on outstanding cash, accounts receivable, short-term borrowings and accounts payable in foreign currency which were not hedged at the end of the reporting period.

In management’s opinion, the sensitivity analysis was unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period did not reflect the exposure during the period. Sales quoted in USD may change with the fluctuation of client orders.

b) Interest rate risk

The carrying amounts of the Company’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 liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
For the Year Ended December 31
2020
2019
$ 3,905
$ 6,333
103,833
81,596
342,400
-

Sensitivity analysis

For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the year was outstanding for the whole year. A 1% increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

  • 45 -

If interest rates had been 1% higher and all other variables were held constant, the Company’s pre-tax profit for the years ended December 31, 2020 and 2019 would have decreased by $2,386 thousand and $0 thousand, respectively, which was mainly a result of variable-rate borrowings.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. As at the end of the reporting period, the Company’s maximum exposure to credit risk, which would cause a financial loss to the Company due to the failure of the counterparty to discharge its obligation and due to the financial guarantees provided by the Company, could be equal to the total of the carrying amount of the respective recognized financial assets as stated in the balance sheets.

The Company’s credit risk primarily arose from sales of the top 3 clients, which contributed more than 10% of the operating revenue in the statements of comprehensive income. The total percentages of accounts receivable (include related parties) from the above clients for the years ended December 31, 2020 and 2019 were 64% and 70%, respectively.

3) Liquidity risk

The Company manages liquidity risk by monitoring and maintaining a level of cash deemed adequate to finance the Company’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.

All of the financial liabilities of the Company had original maturities of less than one year, except the lease liabilities. Because equity was greater than liabilities in the Company’s capital structure, and the unused bank quotas and working capital were abundant, there was no material liquidity risk.

Additional information about the maturity analysis for lease liabilities:

December 31, 2020
Less than 1 Year
Lease liabilities
$ 4,593

December 31, 2019
Less than 1 Year
Lease liabilities
$ 13,235
1-5 Years
$ 3,963
1-5 Years
$ 6,441
  • 46 -

26. TRANSACTIONS WITH RELATED PARTIES

Details of transactions between the Company and other related parties are disclosed below.

  • a. Related party name and category

Related Party Name

Related Party Category

Koito Manufacturing Co., Ltd.

Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd Guangzhou Koito Automotive Lamp Co., Ltd.

India Japan Lighting Private Limited

PT. Indonesia Koito

Thai Koito Company Limited

Hubei Koito Automotive Lamp Co., Ltd. North American Lighting Inc.

Investors with significant influence over the Company Associates Subsidiary of Koito Manufacturing Co., Ltd. Subsidiary of Koito Manufacturing Co., Ltd. Subsidiary of Koito Manufacturing Co., Ltd.

Subsidiary of Koito Manufacturing Co., Ltd. Subsidiary of Koito Manufacturing Co., Ltd. Subsidiary of Koito Manufacturing Co., Ltd.

NAL DO BRASIL INDUSTRIA E COMERCIO DE Subsidiary of Koito Manufacturing Co., COMPONENTES DE ILUMINACAO LTDA Ltd. TYC Brother Industrial Co., Ltd. Substantive related party DBM Reflex of Taiwan Co., Limited Substantive related party Mai Huang Enterprise Co., Ltd. Substantive related party Juoku Technology Co., Ltd. Substantive related party Ta Yih Investment Co., Ltd. Substantive related party Ta Yih International Hotel Co., Ltd. Substantive related party Nai Yi Entertainment Company Ltd. Substantive related party Wu Jinmao Culture and Education Foundation Substantive related party Ta Yih Kenmos Auto Parts Co., Ltd. Substantive related party Ta Mao Operating Consultant Co., Ltd. Substantive related party

b. Sales of goods

Related Party Category/Name
Investors with significant influence over the Company
Koito Manufacturing Co., Ltd.
Associates
Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd
Subsidiary of Koito Manufacturing Co., Ltd.
Substantive related party
For the Year Ended December 31 For the Year Ended December 31


2020
$ 951,920

186,517
63,976

194

$ 1,202,607
2019
$ 911,282
162,734
61,722

649
$ 1,136,387

The prices of sales of goods with related parties did not have substantive difference compared to non-related parties, except the prices of sales of goods with associates were added based on the costs. The collection term of domestic sales with related parties is 90 days, the collection term of export sales with related parties apart from associates, according to the term of individual transaction, is 120 to 180 days, and the collection term does not have substantive difference compared to non-related parties.

  • 47 -

The unrealized gains on sales with associates for the years ended December 31, 2020 and 2019 were $4,794 thousand and $6,582 thousand, respectively, and had been recognized as a reduction of investments accounted for using the equity method.

c. Purchases of goods

Related Party Category/Name
Investors with significant influence over the Company
Koito Manufacturing Co., Ltd.
Associates
Subsidiary of Koito Manufacturing Co., Ltd.
Substantive related party
For the Year Ended December 31 For the Year Ended December 31
2020
$ 403,969
20,807
678
26,880
$ 452,334
2019
$ 364,661
3,062
465
15,776
$ 383,964

The payment term and price of goods purchased do not have substantive difference between related and non-related parties. The payment term for related parties depends on individual transaction, which is normally 90 days, and does not have substantive difference from non-related parties.

  • d. Contract liabilities - 2019
Related Party Category/Name
Investors with significant influence over the Company

Associates
Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd.

December 31,
2019
$ 3,652

46,117
$ 49,769
  • e. Receivables from related parties (excluding loans to related parties)
Line Item
Related Party Category/Name
Accounts
receivable
Investors with significant influence over the
Company
Koito Manufacturing Co., Ltd.
Associates
Fuzhou Koito Ta Yih Automotive Lamp
Co., Ltd
Subsidiary of Koito Manufacturing Co., Ltd.
Substantive related party
Less: Allowance for impairment loss



December 31 December 31
2020
$ 186,041

29,408
24,673

-

240,122

244

$ 239,878
2019
$ 98,473
6,512
-

12
104,997

101
$ 104,896
(Continued)
  • 48 -
Line Item
Related Party Category/Name
Other
receivables
Investors with significant influence over the
Company
Koito Manufacturing Co., Ltd.
Associates
Fuzhou Koito Ta Yih Automotive Lamp
Co., Ltd
Subsidiary of Koito Manufacturing Co., Ltd.
December 31 December 31


2020
$ -

19,803
1


$ 19,804
2019
$ 76
31,502
-

$ 31,578
(Concluded)

The outstanding trade receivables from related parties are unsecured.

f. Payables to related parties (excluding loans from related parties)

Line Item
Related Party Category/Name
Notes payable
Substantive related party
Accounts
payable
Investors with significant influence over the
Company
Koito Manufacturing Co., Ltd.
Associates
Substantive related party
Other payable
Investors with significant influence over the
Company
Koito Manufacturing Co., Ltd.
Associates
Subsidiary of Koito Manufacturing Co., Ltd.
Substantive related party
December 31 December 31
2020
$ -
$ 61,540
2,273
7,232
$ 71,045
$ 67,190
454
1,239
1,104
$ 69,987
2019
$ 1,005
$ 46,751
417
9,062
$ 56,230
$ 64,392
9
-
2,125
$ 66,526

The outstanding payables to related parties are unsecured.

  • 49 -

g. Prepayments

Line Item
Related Party Category/Name
Prepayments
to suppliers
Subsidiary of Koito Manufacturing Co., Ltd.
Prepaid
expenses
Investors with significant influence over the
Company
Prepayments
for
equipment
(classified
under other
non-current
assets)
Substantive related party



December 31 December 31
2020
$ 55

175


$ 230

$ 880
2019
$ -
1,419

$ 1,419
$ -
  • h. Acquisition of property, plant and equipment

Related Party Category / Name

Investors with significant influence over the Company Koito Manufacturing Co., Ltd.

Purchase Price Purchase Price
For the Year Ended December 31
2020
$ 8,910
2019
$ -
  • i. Acquisition of other assets (classified under intangible assets)
Related Party Category/Name
Investors with significant influence over the Company
Koito Manufacturing Co., Ltd.
Purchase Price Purchase Price
For the Year Ended December 31
2020
$ 554
2019
$ -
  • j. Other transactions with related parties

1) Royalty expenses

The Company entered into a royalty expense contract with its investor with significant influence - Koito Manufacturing Co., Ltd. from April 23, 2016 to April 22, 2022. The royalty expenses were $86,342 thousand and $96,574 thousand for the years ended December 31, 2020 and 2019, respectively, and had been recognized as operating costs and operating expenses.

  • 2) Examination expenses

The Company entrusted its investor with significant influence - Koito Manufacturing Co., Ltd. for assistance on the examination of the headlight products. The examination expenses were $15,199 thousand and $20,092 thousand the years ended December 31, 2020 and 2019, respectively, and had been recognized as selling and marketing expenses.

  • 50 -

3) Royalty revenue

The Company entered into a royalty revenue contract with its associate - Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd. from April 1, 2019 to March 31, 2024. The royalty revenues were $39,762 thousand and $62,847 thousand for the years ended December 31, 2020 and 2019, respectively, and had been recognized as other income of non-operating income and expenses. According to the contract, 50% of the royalty revenue should be paid to its investor with significant influence - Koito Manufacturing Co., Ltd. which amounted to $15,098 thousand and $26,813 thousand for the years ended December 31, 2020 and 2019, respectively, and had been recognized as other losses, net of non-operating income and expenses.

The Company entered into a contract with subsidiary of Koito Manufacturing Co., Ltd - Hubei Koito Automotive Lamp Co., Ltd. from December 25, 2015 to December 24, 2020. The royalty revenue were $4,235 thousand and $7,193 thousand for the year ended December 31, 2020 and 2019, respectively, and had been recognized as other income of non-operating income and expenses.

The Company entered into a contract with subsidiary of Koito Manufacturing Co., Ltd - Guangzhou Koito Automotive Lamp Co., Ltd. from November 11, 2019 to December 31, 2020. The royalty revenues was $2,034 thousand and 163 thousand for the years ended December 31, 2020, and 2019, respectively, and had been recognized as other income of non-operating income and expenses.

  • k. Donations (classified under general and administrative expenses)
Related Party Category/Name
Substantive related party
For the Year Ended December 31 For the Year Ended December 31
2020
$ 53
2019
$ 1,000

l. Remuneration of key management personnel

Short-term employee benefits
Post-employment benefits
For the Year Ended December 31 For the Year Ended December 31


2020
$ 13,860


132

$ 13,992
2019
$ 18,806

165
$ 18,971

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

27. OTHER ITEMS

As a result of the COVID-19 pandemic, the Company’s major U.S. client suspended operations starting from the end of March 2020 to the end of May 2020, leading to delayed shipments and a reduction in order volume, resulting in a substantial decline of 36% in operating revenue from April 2020 to June 2020 compared to the same period of the previous year. In response, the Company has successively applied to the government for salary subsidies, and obtained up to $42,506 thousand in funding (refer to Note 20). Since the end of May 2020, the US client has gradually resumed operations. As of the date the consolidated financial statements were authorized for issue, the Company continues to evaluate the economic impact of the COVID-19 pandemic.

  • 51 -

28. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Company’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between the foreign currencies and the respective functional currencies were as follows:

December 31, 2020

Foreign Carrying
Currency Exchange Rate Amount
Financial assets
Monetary items
USD $ 10,147 28.100 $ 285,120
CNY 17,963 4.316 77,529
JPY 816,722 0.2725 222,557
Non-monetary items
Investments accounted for using the equity
method
CNY 77,227 4.365 337,080
USD 30 28.480 860
Financial liabilities
Monetary items
USD 4,779 28.100 134,278
CNY 6,670 4.316 28,789
JPY 251,528 0.2725 68,541
December 31, 2019
Foreign Carrying
Currency Exchange Rate Amount
Financial assets
Monetary items
USD $ 8,769 30.005 $ 263,105
CNY 20,089 4.299 86,363
JPY 390,852 0.2758 107,797
Non-monetary items
Investments accounted for using the equity
method
CNY 93,030 4.297 399,795
USD 32 29.9816 960
Financial liabilities
Monetary items
USD 647 30.005 19,412
CNY 4,285 4.299 18,420
JPY 202,742 0.2758 55,916
  • 52 -

The carrying amount of investments accounted for using the equity method does not contain the reduction of unrealized gains.

The significant realized and unrealized foreign exchange gains (losses) were as follows:

Foreign
Currency
USD
CNY
JPY
For the Year Ended December 31 For the Year Ended December 31
2020
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
29.408 (USD:NTD)
$ (36,171)
4.26 (CNY:NTD)
696
0.2762 (JPY:NTD)
25,282
$ (10,193)
2019
Exchange Rate
Net Foreign
Exchange Gains
(Losses)
30.85 (USD:NTD)
$ (5,279)
4.47 (CNY:NTD)
(3,226)
0.2828 (JPY:NTD)
5,129
$ (3,376)

29. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions:

  • 1) Financing provided to others (None)

  • 2) Endorsements/guarantees provided (None)

  • 3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (None)

  • 4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 1)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (Table 2)

  • 9) Trading in derivative instruments (None)

  • b. Information on investees (Table 3)

  • 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 4)

  • 53 -

  • 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 5):

    • 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 year or on the financial position, such as the rendering or receipt 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 6)

  • 54 -

TABLE 1

Ta Yih Industrial Co., Ltd.

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Buyer Related Party Relationship Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase/
Sale
Amount % of Total Payment
Terms
Unit Price Payment Terms Ending
Balance
% of
Total
The Company Koito Manufacturing Co., Ltd.
Fuzhou Koito Ta Yih
Automotive Lamp Co., Ltd
Investors with significant influence
over the Company
Associates accounted for using the
equity method

Sales
Purchases

Sales
$ (951,920)

403,969
(186,517)
(20)
11
(4)
90 days
90 days
120 to 180
days
No significant differences
No significant differences
Cost plus pricing
No significant differences
No significant differences
120 to 180 days. Generally
90 days.
Accounts
receivable
$ 186,041
Accounts
payable
(61,540)
Accounts
receivable
29,408
19
(7)
3
  • 55 -

TABLE 2

Ta Yih Industrial Co., Ltd.

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 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 Related Party Relationship Ending Balance
(Note 1)
Turnover
Rate
Overdue Overdue Amount Received in
Subsequent Period

Allowance for
Impairment Loss
Amount Actions Taken
The Company Koito Manufacturing Co., Ltd. Investors with significant influence over the
Company

$ 186,041
6.69 $ - $ 186,041 $ 94
  • 56 -

TABLE 3

Ta Yih Industrial Co., Ltd.

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor
Company
Investee Company Location Main Businesses and Products Original Investment
Amount
Original Investment
Amount
As of December 31, 2020 December 31, 2020 Net Income
(Loss) of
the Investee


Share of
Profit
(Loss)
Note
December
31, 2020
December
31, 2019
Number of
Shares
% Carrying
Amount
The Company Ta Yih International
Investment Co., Ltd.
Omar Hodge Building, Wickhams Cay I P.O.
Box 362, Road Town, Tortola, British Virgin
Islands
Investment $ 1,367 $ 1,367
50,000
100 $ 860 $ (53) $ (53)

Note: Information on investments in mainland China, refer to Table 4.

  • 57 -

TABLE 4

Ta Yih Industrial Co., Ltd.

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee
Company
Main Businesses and
Products

Paid-in Capital
Method of Investment Method of Investment Accumulated
Outward Remittance
for Investment from
Taiwan as of
December 31, 2019
(Note 5)

Remittance of Funds

Remittance of Funds

Remittance of Funds
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31, 2020
Net Income
(Loss) of the
Investee
%
Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
(Note 1)
Carrying
Amount as of
December 31,
2020 (Note 1)
Accumulated
Repatriation of
Investment
Income as of
December 31,
2020 (Note 4)
Outward Inward
Fuzhou Koito
Ta Yih
Automotive
Lamp Co.,
Ltd
Import, export and
sale of automobile
lamps in mainland
China
US $9 million
(Note 2)
(NT $252,900
thousand) (Note 3)
Entrusting Ta Yih International
Investment Co., Ltd. which was
established in third region to invest
in mainland China.
Items referred to Rule No. 84022220
issued by the Investment
Commission,MOEA.
$ 42,470 $
-
$ - $ 42,470 $ (138,013) 49 $ (67,628) $ 332,286 $ 238,605
Accumulated Outward Remittance for Investment in
Mainland China as of
December 31, 2020
Investment Amount Authorized by The Investment
Commission, MOEA
Upper Limit on the Amount of Investment Stipulated by
The Investment Commission, MOEA (Note 6)
$ 42,470 US$4.41 million (Note 2)
(NT$123,921 thousand) (Note 3)
$1,760,329×60%=$1,056,197

Note 1: Amount was recognized based on the audited financial statements.

  • Note 2: On January 18, 1996, the Investment Commission, MOEA approved the investment of US$2.5 million (including cash investment of US$1.76 million and machinery investment of US$740,000) through the approval of the Rule No. 84022220. On February 20, 2001, according to the Rule No. 90003791, approved by the Investment Commission, MOEA, the Company entrusted Ta Yih Investment Co., Ltd. which was established in the third region to invest US$500,000 on machinery equipment. However, there was still US$150,000 left unpaid. Therefore, the amount of capital owned by Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd was only US$2.85 million. However, at the end of November 2005, the Company transferred 51% of the investment to Koito Manufacturing Co., Ltd. In December 2007, Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd resolved to issue share dividends from capital surplus of US$2.45 million , of which the investment amount belonged to the Company was US$2.45 million × 49% = US$1.205 million, and had been approved by the Investment Commission, MOEA on March 24, 2008. In August 2008, the Company applied for issuing share dividends from capital surplus of US$1.5 million, of which the amount of investment belonged to the company was US$1.5 million × 49% = US$735,000, and had been approved by the Investment Commission, MOEA on August 6, 2008. In May 2010, the Company applied for issuing share dividends from capital surplus of US$2.2 million, of which the amount of investment belonged to the Company was US$2.2 million × 49% = US$1.078 million. As of December 31, 2020, the paid-in capital of Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd was US$9 million. The registration was completed in July 2010 and had been approved by the Investment Commission, MOEA on November 30, 2010.

Note 3: The amount in the table should be shown in NTD (exchange rate was 28.1 at reporting date).

Note 4: Inward cash dividends.

Note 5: The original amount of investment was NT$86,673 thousands. 51% equity of Fuzhou Koito Ta Yih Automotive Lamp Co., Ltd was sold for NT$44,203 thousands.

Note 6: The upper limit according to “Principle of Investment or Technical Cooperation in Mainland China” issued by the Investment Commission, MOEA on August 29, 2008.

  • 58 -

TABLE 5

Ta Yih Industrial Co., Ltd.

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 Purchase/Sale Price Transaction Details Transaction Details Notes/Accounts Receivable
(Payable)
Notes/Accounts Receivable
(Payable)
Unrealized Gain Note
Amount Payment Terms Comparison with Normal
Transactions
Ending Balance %
Fuzhou Koito Ta Yih Automotive
Lamp Co., Ltd
Sales
Royalty revenue
$ 186,517
39,762
Cost plus pricing
According to the contract
120 to 180 days
Every 180 days.
90 days
N/A
Accounts receivable
$ 29,408
Other receivables
19,803
3
90
$ 1,327
  • 59 -

TABLE 6

Ta Yih Industrial Co., Ltd.

INFORMATION OF MAJOR SHAREHOLDERS December 31, 2020

Name of Major Shareholder Shares Shares
Number of
Shares
Percentage of
Ownership (%)
Koito Manufacturing Co., Ltd.
Ta Wei Investment Co., Ltd.
24,774,750
22,523,880
32.50
29.54
  • 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 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 their shareholdings to a trust, the above information will be disclosed by the individual trustee who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Securities 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 the Market Observation Post System website of the Taiwan Stock Exchange.

  • 60 -

  • 61 -

TA YIH INDUSTRIAL CO.,LTD

Chairman : Chun-I Wu