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TASC Audit Report / Information 2020

Dec 1, 2020

52015_rns_2020-12-01_92046626-c571-49b0-a00c-abfdb6662aec.pdf

Audit Report / Information

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OPTO TECH CORPORATION

PARENT COMPANY ONLY FINANCIAL

STATEMENTS AND INDEPENDENT AUDITORS’

REPORT DECEMBER 31, 2020 AND 2019


For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

~1~

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Opto Tech Corporation

Opinion

We have audited the accompanying parent company only balance sheets of Opto Tech Corporation (the Company”) as at December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial position of the Company as at December 31, 2020 and 2019, and its parent company only financial performance and its parent company only 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 generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants 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 judgement, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the parent company only financial statements of the current period are stated as

~2~

follows :

Key audit matter- Allowance for inventory valuation losses

Description

Please refer to Note 4(11) for accounting policies on inventory valuation, Note 5(2) for accounting estimates and assumption uncertainty on inventory valuation, and Note 6(5) for details of allowance for inventory valuation losses. As of December 31, 2020, the balances of inventories and allowance for inventory valuation losses were NT$ 1,206,710 thousand and NT$ 79,860 thousand, respectively.

As the value of the Company’s inventories are affected by market prices and product life cycles, there is a higher risk of obsolescence. For inventories aged over a certain period of time and individually identified as obsolete, the net realisable value is estimated based on historical data of inventory closeout. The net realisable value utilised in evaluating obsolete inventories involves uncertainty of estimation as it is subject to management’s judgement. Since inventories and allowance for inventory valuation losses were material to the parent company only financial statements, it was identified as a key audit matter.

How our audit addressed the matter

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

Assessed the reasonableness of policies and procedures in the provision of allowance for inventory valuation losses and the reasonableness in the identification of obsolete inventories; validated the appropriateness of system logic of inventory aging report in order to confirm the compliance with respective policies; and assessed the reasonableness of the Company’s determination of the provision of allowance for inventory valuation losses through obtaining assessment documents and supporting evidences in relation to individually identified obsolete or damaged inventories from management.

Key audit matter- Estimation of fair values of unlisted securities without active market

Description

Please refer to Note 4(6)(7) for accounting policies on financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income or loss, Note 5(2) for accounting estimates and assumption uncertainty on estimation of financial assets-fair value measurement of unlisted stocks without active market, and Note 6(2) (3), 12(3) for details of financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income or loss. As of December 31, 2020, the carrying amount of unlisted securities without active market was NT$805,199

~3~

thousand.

For unlisted securities without active market held by the Company, management assesses their fair values through market approach or asset-based approach and takes into account the discount for liquidity. Since the valuation method is subject to management’s judgement and involves uncertainty, which would affect fair value, it was identified as a key audit matter.

How our audit addressed the matter

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

Assessed the reasonableness of valuation method and parameters referred to in the appraisal report by the independent appraiser who was engaged by the management, including the net asset values measured at fair value, comparability and market liquidity of comparable companies; assessed the reasonableness of price multipliers and discounts for liquidity in the market.

Key audit matters Cut-off of sales of goods from hub warehouse

Description

Please refer to Note 4(30) for accounting policies on revenue recognition.

For the types of revenue of Opto Tech Corporation, revenue from sales of goods from hub warehouse is recognised when the custodians (hub warehouses) deliver the goods to the customer (the control of goods have been transferred). Opto Tech Corporation recognises revenue based on movements of inventories contained in the statements or other information provided by the custodians. Because the frequency and timing of statements provided by custodians vary and the process of revenue recognition contains numerous manual procedures and judgement, which would potentially result in inaccurate timing of revenue recognition. Due to that the revenue from sales of goods from hub warehouse is material to Opto Tech Corporation, and the transaction amounts prior to and after the balance sheet date has significant effects on the financial statements, it was identified as a key audit matter.

How our audit addressed the matter

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

Assessed and validated the appropriateness of management’s internal controls over the cut-off of sales of goods from hub warehouse prior to and after every month end in 2020, including verifying acceptance reports provided by the hub warehouse custodians and ensuring movements in inventories and cost of goods sold have been recorded in the correct periods. Furthermore, we performed

~4~

confirmation procedures or conducted inventory physical observation on inventory quantities held by hub warehouses and validated the quantities against accounting records.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditor’s responsibilities for the audit of the parent company only financial statements

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

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

~5~

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

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

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

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

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

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of Opto Tech Corporation 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

~6~

ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Lin, Yu-Kuan For and on behalf of PricewaterhouseCoopers, Taiwan March 18, 2021

[Lai, Chung-Hsi ]


The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~7~

OPTO TECH CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(4)
6(4)
6(4) and 7
6(5)
8
6(2)
6(3)
6(6)
6(7)
6(8)
6(9)
6(10)
6(27)
December31,2020
AMOUNT
%
$
2,857,629
27
320,419
3
8,873
-
1,602,380
16
21,009
-
19,689
-
1,126,850
11
64,449
1
23,627
-
6,044,925
58
106,990
1
783,998
8
246,899
2
2,568,311
25
232,876
2
399,307
4
14,046
-
48,487
-
34,929
-
4,435,843
42
$
10,480,768
100
December31,2019 December31,2019
AMOUNT
$
2,857,629
320,419
8,873
1,602,380
21,009
19,689
1,126,850
64,449
23,627
6,044,925
106,990
783,998
246,899
2,568,311
232,876
399,307
14,046
48,487
34,929
4,435,843
$
10,480,768
AMOUNT
$
2,813,868
169,315
13,051
1,383,056
34,643
18,712
1,212,657
43,176
26,046
5,714,524
106,853
925,373
260,308
2,759,452
247,185
-
13,958
83,712
42,740
4,439,581
$
10,154,105
%
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or
loss - current
Notes receivable - net
Accounts receivable - net
Accounts receivable - related parties - net
Other receivables
Inventories - net
Prepayments
Other current assets
Current Assets
Non-current assets
Financial assets at fair value through profit or
loss - non-current
Financial assets at fair value through other
comprehensive income or loss - non-current
Investments accounted for using the equity
method
Property, plant and equipment-net
Right-of-use assets
Investment property
Intangible assets
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
28
2
-
14
-
-
12
-
-
56
1
9
3
27
3
-
-
1
-
44
100

(Continued)

~8~

OPTO TECH CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December31,2020
December31,2019
Notes
AMOUNT
%
AMOUNT
%
6(11)
$
139,923
1
$
156,167
2
6(2)
799
-
31
-
627,516
6
617,756
6
7
56,030
1
80,042
1
6(12)
597,572
6
531,165
5
25,969
-
101,729
1
6(15)
4,033
-
7,735
-
7
19,560
-
18,799
-
6(13)(20) and 7
105,154
1
33,148
-
1,576,556
15
1,546,572
15
6(13)
748,555
7
814,504
8
6(15)
18,808
-
15,745
-
6(27)
42,962
1
81,548
1
7
216,706
2
229,763
2
6(14)
187,492
2
201,298
2
1,214,523
12
1,342,858
13
2,791,079
27
2,889,430
28
6(16)
3,786,228
36
3,786,228
37
6(17)
703,108
7
702,965
7
6(18)
729,360
7
669,312
7
3,743
-
8,392
-
2,361,920
22
1,841,481
18
6(19)
187,351
2
279,469
3
6(16)
(
82,021) (
1) (
23,172)
-
7,689,689
73
7,264,675
72
9
11
$
10,480,768
100
$
10,154,105
100
December31,2019 December31,2019
%
Current liabilities
Short-term loans
Financial liabilities at fair value through profit
or loss - current
Accounts payable
Accounts payable - related parties
Other payables
Current income tax liabilities
Provisions for liabilities - current
Current lease liabilities
Other current liabilities
Current Liabilities
Non-current liabilities
Long-term loans
Provisions for liabilities - non - current
Deferred tax liabilities
Non-current lease liabilities
Other non-current liabilities
Non-current liabilities
Total Liabilities
Equity
Capital
Common stock
Capital reserve
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity adjustments
Other equity interest
Treasury stocks
Treasury stocks
Total equity
Significant contingent liabilites and unrecognised
contract commitments
Significant events after the balance sheet date
Total liabilities and equity
2
-
6
1
5
1
-
-
-
15
8
-
1
2
2
13
28
37
7
7
-
18
3
-
72
100

The accompanying notes are an integral part of these parent company only financial statements.

~9~

OPTO TECH CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

Items Year ended December 31
2020
2019
Notes
AMOUNT
%
AMOUNT
%
6(20) and 7
$
5,337,870
100
$
5,144,198
100
6(5)(25)(26) and
7
(
3,765,252) (
70) (
3,583,471) (
70)
1,572,618
30
1,560,727
30
(
97 )
- (
108)
-
108
-
357
-
1,572,629
30
1,560,976
30
6(25)(26)
(
112,675 ) (
2) (
110,982) (
2 )
(
441,594 ) (
9) (
376,502) (
7 )
(
326,037 ) (
6) (
342,641) (
7 )
12(2)
(
2,408)
-
2,478
-
(
882,714) (
17) (
827,647) (
16)
689,915
13
733,329
14
6(21)
10,754
-
14,857
-
6(22)
38,699
1
38,753
1
6(23)
(
96,230 ) (
2) (
6,853)
-
6(24)
(
22,699 )
- (
28,211) (
1 )
6(6)
(
6,035)
-
25,995
1
(
75,511) (
1)
44,541
1
614,404
12
777,870
15
6(27)
(
39,271) (
1) (
173,237) (
3)
$
575,133
11
$
604,633
12
Operating revenue
Operating costs
Gross profit, net
Unrealized profit from sales
Realized profit from sales
Net operating margin
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Expected credit (loss) gain on financial
assets
Total operating expenses
Operating income
Non-operating income and expenses
Interest income
Other income
Other gains and losses
Finance costs
Share of (loss) profit of associates and
joint ventures accounted for using the
equity method
Total non-operating income and
expenses
Profit before losses tax
Income tax expense
Net income

(Continued)

~10~

OPTO TECH CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

Items Year ended December 31
2020
2019
Notes
AMOUNT
%
AMOUNT
%
6(14)
$
656
- ($
5,175)
-
6(3)(19)
(
137,595 ) (
3)
50,226
1
6(6)
-
- (
16)
-
6(27)
40,217
1 (
11,705) (
1)
(
96,722) (
2)
33,330
-
6(19)
5,091
- (
11,051)
-
6(19)
218
- (
342)
-
5,309
- (
11,393)
-
($
91,413) (
2) $
21,937
-
$
483,720
9
$
626,570
12
6(28)
$
1.52
$
1.45
6(28)
$
1.49
$
1.44
Other comprehensive income (loss)
Items that will not be reclassified to
profit or loss
Gains (losses) on remeasurements of
defined benefit plans
Unrealised (loss) gains on valuation of
fiancial assets at fair value through other
comprehensive income
Share of other comprehensive loss of
associates and joint ventures accounted
for using the equity method
Income tax related to components of
other comprehensive income (loss) that
will not be reclassified to profit or loss
Total other comprehensive (loss)
income that will not be reclassified to
profit or loss, net of tax
Items that will be reclassified to profit or
loss
Currency translation differences of
foreign operations
Share of other comprehensive income
(loss) of associates and joint ventures
accounted for using the equity method
Total other comprehensive income
(loss) that will be reclassified to profit
or loss, net of tax
Total other comprehensive (loss) income
that will be reclassified to profit or loss,
net of tax
Total comprehensive income for the year
Earnings per share
Profit for the year
Diluted earnings per share
Profit for the year

The accompanying notes are an integral part of these parent company only financial statements.

~11~

OPTO TECH CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

2019
Balance at January 1, 2019
Net income for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss)
Distribution of 2018 earnings:
Legal reverse
Special reverse
Cash dividends
Other adjustments to net difference of subsidiary book value
Adjustments to net difference of subsidiary book value
Capital reduction
Balance at December 31, 2019
2020
Balance at January 1, 2020
Net income for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss)
Distribution of 2019 earnings:
Legal reserve
Special reserve
Liquidation of the subsidiary
Disposal of financial assets at fair value through other comprehensive
income
Stock repurchased
Balance at December 31, 2020
Notes Commonstock Capital reserve Capital reserve RetainedEarnings RetainedEarnings RetainedEarnings Otherequityinterest Otherequityinterest Treasury stocks Total
Legal reserve Special reserve Unappropriated
earnings
Financial
statements
translation
differences of
foreign
operations
Unrealised gain
or loss on
financial assets
at fair value
through other
comprehensive
income
6(3)(14)(1
9)
6(18)
6(6)
6(16)
6(3)(14)(1
9)
6(18)
6(6)
6(3)
6(16)
$ 4,454,386
-
-
-
-
-
-
-
(
668,158 )
$ 3,786,228
$ 3,786,228
-
-
-
-
-
-
-
-
$ 3,786,228
$ 702,521
-
-
-
-
-
-
444
-
$ 702,965
$ 702,965
-
-
-
-
-
143
-
-
$ 703,108
$ 604,001
-
-
-
65,311
-
-
-
-
$ 669,312
$ 669,312
-
-
-
60,048
-
-
-
-
$ 729,360
$
-
-
-
-
-
8,392
-
-
-
$
8,392
$
8,392
-
-
-
-
(
4,649 )
-
-
-
$
3,743
$ 1,537,426
604,633
(
4,156 )
600,477
(
65,311 )
(
8,392 )
(
222,719 )
-
-
$ 1,841,481
$ 1,841,481
575,133
525
575,658
(
60,048 )

4,649
-
180
-
$ 2,361,920
$
2,021
-
(
11,393 )
(
11,393 )

-

-

-
-
-
($
9,372 )
($
9,372 )
-
5,309
5,309

-
-
-
-
-
($
4,063 )
$ 251,355
-
37,486
37,486
-
-
-
-
-
$ 288,841
$ 288,841
-
(
97,247 )
(
97,247 )
-
-
-
(
180 )
-
$ 191,414
($
24,503 )
-
-
-
-
-
-
-
1,331
($
23,172 )
($
23,172 )
-
-
-
-
-
-
-
(
58,849 )
($
82,021 )
$ 7,527,207
604,633
21,937
626,570
-
-
(
222,719 )
444
(
666,827 )
$ 7,264,675
$ 7,264,675
575,133
(
91,413 )
483,720
-
-
143
-
(
58,849 )
$ 7,689,689

The accompanying notes are an integral part of these parent company only financial statements.

~12~

OPTO TECH CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Realised sales profit
Unrealised slaes profit
Expected credit losses (reversal of gains) on financial
assets

Depreciation

Amortization

Net (profit) loss on financial assets and liabilities at
fair value through profit or loss

Interest income

Dividend income

Gain on disposal of investments

Loss on disposal of property, plant and equipment

Interest expense

Share of (profit) loss of subsidiary, associates
accounted for using equity method

Impairment loss on non-financial assets

Changes in operating assets and liabilities
Changes in operating assets
Acquisition of financial assets at fair value through
profit or loss
Notes receivable - net
Accounts receivable - net
Accounts receivable - related parties - net
Other receivables
Inventories - net
Prepayments
Other current assets
Other non-current assets
Changes in operating liabilities
Accounts payable
Accounts payable - related parties
Other payables
Other current liabilities
Provisions for liabilities
Net defined benefit liability
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash flows from operating activities
Year ended December 31
Notes
2020
2019
$
614,404 $
777,870
(
108 ) (
357 )
97
108
12(2)
2,408 (
2,478 )
6(7)(8)(25)
439,082
453,289
6(10)(25)
14,547
11,760
6(2)(23)
(
473 )
1,144
6(21)
(
10,754 ) (
14,857 )
6(22)
(
14,454 ) (
20,051 )
6(23)
5,443 (
2,003 )
6(7)(23)
30,826
-
6(24)
21,649
27,161
6(6)
6,035 (
25,995 )
6(7)(23)
35,585
-
(
150,000 )
52,003
4,178 (
1,509 )
(
221,732 )
168,276
13,634
48,081
(
1,599 ) (
6,210 )
85,807
95,306
(
21,273 ) (
20,074 )
2,419 (
45 )
3,304 (
2,755 )
9,760
80,873
(
24,012 ) (
11,305 )
67,774 (
49,677 )
9,046 (
11,144 )
(
639 ) (
1,080 )
(
12,475 )
1,406
908,479
1,547,737
11,375
14,670
26,781
69,051
(
23,016 ) (
26,905 )
(
78,176 ) (
125,793 )
845,443
1,478,760

(Continued)

~13~

OPTO TECH CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through other
comprehensive income

Increase in other financial assets

Proceeds from disposal of financial assets at fair value
through other comprehensive income

Acquisition of investment accounted for using the equity
method
Acquisition of property, plant and equipment

Acquisition of investment property

Acquisition of intangile assets

Decrease in deposits-out
Proceeds from capital reduction of subsidiary

Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans

Decrease in short-term loans

Increase in long-terms loans

Decrease in long-terms loans

Decrease in lease principal

Decrease in guarantee deposits

Stock repurchased

Payment of cash dividends

Payment of capital reduction

Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended December 31
Notes
2020
2019
7
$
- ($
3,600 )
8
- (
1,950 )
6(3)
3,780
-
(
29,800 )
-
6(7)
(
292,577 ) (
291,571 )
6(8)
(
399,307 )
-
6(10)
(
14,635 ) (
17,149 )
4,507
9,987
6(6)
24,868
-
(
703,164 ) (
304,283 )
6(29)
669,167
1,071,311
6(29)
(
685,411 ) (
1,500,194 )
6(29)
-
814,504
6(29)
(
2,989 ) (
250,000 )
6(29)
(
19,761 ) (
20,489 )
6(29)
(
675 ) (
845 )
6(16)
(
58,849 )
-
6(18)
- (
222,719 )
6(16)
- (
668,158 )
(
98,518 ) (
776,590 )
43,761
397,887
2,813,868
2,415,981
$
2,857,629 $
2,813,868

The accompanying notes are an integral part of these parent company only financial statements.

~14~

OPTO TECH CORPORATION

NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

1. History and Organization

Opto Tech Corporation (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Law of the Republic of China (R.O.C.). The shares of the Company have been traded on the Taiwan Stock Exchange since May 2, 1995. The Company is primarily engaged in the manufacture and sales of semiconductor components as well as research and development, design, manufacture and sales of systems products.

2. The Date of Authorization for Issuance of the Financial Statements and Procedures for Authorization

These parent company only financial statements were authorised for issuance by the Board of Directors on March 18, 2021.

3. Application of New Standards, Amendments and Interpretations

(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:

New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IAS 1 and IAS 8, ‘Disclosure initiative-definition of
material’
Amendments to IFRS 3, ‘Definition of a business’
Amendments to IFRS 9, IAS 39 and IFRS7 ,‘Interest rate benchmark
reform’
Amendment to IFRS 16, ‘Covid-19-related rent concessions’
Note : Earlier application from January 1, 2020 is allowed by FSC.
January 1, 2020
January 1, 2020
January 1, 2020
June 1, 2020 (Note)

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

~15~

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by

the Company

New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:

the Company
New standards, interpretations and amendments endorsed by the
follows:
FSC effective from 2021
New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IFRS 4, ‘Extension of the temporary exemption
from applying IFRS 9’
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, ‘
Interest Rate Benchmark Reform— Phase 2’
January 1, 2021
January 1, 2021

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs endorsed by the FSC are as follows:

==> picture [481 x 49] intentionally omitted <==

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

Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
----- End of picture text -----

New Standards, Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IFRS 3, ‘Reference to the conceptual framework’ January 1, 2022
Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets To be determined by
between an investor and its associate or joint venture’ International Accounting
Standards Board
IFRS 17, ‘Insurance contracts’ January 1, 2023
Amendments to IFRS 17, 'Insurance contracts' January 1, 2023
Amendments to IAS 1, ‘Classification of liabilities as current or non- January 1, 2023
current’
Amendments to IAS 1, ‘Disclosure of accounting policies’ January 1, 2023
Amendments to IAS 8, ‘Definition of accounting estimates’ January 1, 2023
Amendments to IAS 16, ‘Property, plant and equipment:proceeds before January 1, 2022
intended use’
Amendments to IAS 37, ‘Onerous contracts—cost of fulfilling a January 1, 2022
contract’
Annual improvements to IFRS Standards 2018–2020 January 1, 2022

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

4. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of the parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

~16~

(1) Compliance statement

The accompanying parent company only financial statements have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

(2) Basic of preparation

  • A. Except for the following items, the accompanying parent company only financial statements have been prepared under the historical cost convention:

  • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (b) Financial assets at fair value through other comprehensive income.

  • (c) Defined benefit liabilities recognised based on present value of defined benefit obligation less the net amount of pension fund assets.

  • B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 5.

(3) Foreign currency translation

Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”).The parent company only financial statements are presented in New Taiwan dollars, which is the Company’s functional currency.

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

  • (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

~17~

  • B. Translation of foreign operations

    • (a) The operating results and financial position of all the group entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

      • i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

      • ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

      • iii. All resulting exchange differences are recognised in other comprehensive income.

    • (b) When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Company retains partial interest in the former foreign associate or joint arrangement after losing significant influence over the former foreign associate, or losing joint control of the former joint arrangement, such transactions should be accounted for as disposal of all interest in these foreign operations.

    • (c) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Company retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.

  • (4) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

    • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

    • (b) Assets held mainly for trading purposes;

    • (c) Assets that are expected to be realised within twelve months from the balance sheet date;

    • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

    • (a) Liabilities that are expected to be settled within the normal operating cycle;

    • (b) Liabilities arising mainly from trading activities;

    • (c) Liabilities that are to be settled within twelve months from the balance sheet date;

~18~

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(5) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

(6) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Company measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Company subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.

  • D. The Company recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.

(7) Financial assets at fair value through other comprehensive income

  • A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Company has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income and debt instruments which meet all of the following criteria:

  • (a) The objective of the Company’s business model is achieved both by collecting contractual cash flows and selling financial assets; and

  • (b) The assets’ contractual cash flows represent solely payments of principal and interest.

  • B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. The Company subsequently measures the financial assets at fair value: The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.

~19~

(8) Accounts and notes receivable

  • A. Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(9) Impairment of financial assets

For accounts receivable or contract assets that do not contain a significant financing component, at each reporting date, the Company recognises the impairment provision for lifetime expected credit losses (ECLs).

(10) Derecognition of financial assets

The Company derecognises a financial asset when one of the following conditions is met:

  • A. The contractual rights to receive the cash flows from the financial asset expire.

  • B. The contractual rights to receive cash flows of the financial asset have been transferred and the Company has transferred substantially all risks and rewards of ownership of the financial asset.

  • C. The contractual rights to receive cash flows of the financial asset have been transferred; however, the Company has not retained control of the financial asset.

(11) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item-by-item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.

(12) Investments accounted for using equity method / associates

  • A. Subsidiaries are all entities controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

  • B. Inter-company transactions, balances and unrealised gains or losses on transactions between companies and the Company are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  • C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company recognise loss continuously in proportion to its ownership.

~20~

  • D. Associates are all entities over which the Company has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.

  • E. The Company’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • F. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income and such changes do not affect the Company’s ownership percentage of the associate, the Company recognises change in ownership interests of the associate in ‘capital surplus’ in proportion to its ownership.

  • G. Unrealised gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  • H. In the case that an associate issues new shares and the Company does not subscribe or acquire new shares proportionately, which results in a change in the Company’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for under the equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Company’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • I. Upon loss of significant influence over an associate, the Company remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognised in profit or loss.

  • J. When the Company disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

~21~

  • K. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss proportionately.

  • L. Pursuant to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers,” profit (loss) of the current period and other comprehensive income in the nonconsolidated financial statements shall equal to the amount attributable to owners of the parent in the financial statements prepared with basis for consolidation. Owners’ equity in the nonconsolidated financial statements shall equal to equity attributable to owners of the parent in the financial statements prepared with basis for consolidation.

  • (13) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

re as follows:
Buildings and structures 10 ~ 50 years
Machinery and equipment 08 ~ 10 years
Utility equipment 06 ~ 25 years
Pollution prevention facilities 08 ~ 20 years
Transportation equipment 03 ~05 years
Office equipment 03 ~07 years
Other equipment 03 ~ 25 years

~22~

(14) Leasing arrangements (lessee) right-of-use assets/ lease liabilities

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are fixed payments, less any lease incentives receivable. The Company subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  • C. At the commencement date, the right-of-use asset is stated at cost comprising the following: (a) The amount of the initial measurement of lease liability;

  • (b) Any lease payments made at or before the commencement date;

  • (c) Any initial direct costs incurred by the lessee; and

  • (d) An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

(15) Investment property

Investment property is stated initially at its cost which includes purchase price and any direct expenses. Directly attributable expenses include legal service expense, tax on the transfer of properties and other transaction costs and subsequently measured using the cost model.

(16) Intangible assets

Intangible assets, mainly computer software, is stated at cost and amortised on a straight-line basis over its estimated useful life of 2 to 10 years.

(17) Impairment of non-financial assets

The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been

~23~

recognised.

(18) Borrowings

  • A. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

  • B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

  • (19) Notes and accounts payable

  • Notes and accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. However, short-term accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(20) Financial liabilities at fair value through profit or loss

  • A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorised as financial liabilities held for trading unless they are designated as hedges, or financial liabilities at fair value through profit or loss. Financial liabilities that meet one of the following criteria are designated as at fair value through profit or loss at initial recognition:

  • (a) Hybrid (combined) contracts; or

  • (b) They eliminate or significantly reduce a measurement or recognition inconsistency; or

  • (c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management policy.

  • B. At initial recognition, the Company measures the financial liabilities at fair value. All related transaction costs are recognised in profit or loss. The Company subsequently measures these financial liabilities at fair value with any gain or loss recognised in profit or loss.

  • C. If the credit risk results in fair value changes in financial liabilities designated as at fair value through profit or loss, they are recognised in other comprehensive income in the circumstances other than avoiding accounting mismatch or recognising in profit or loss for loan commitments or financial guarantee contracts.

~24~

(21) Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability specified in the contract is discharged or cancelled or expires.

(22) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

(23) Non-hedging derivatives

Non-hedging derivatives are initially recognised at fair value on the date a derivative contract is entered into and recorded as financial assets or financial liabilities at fair value through profit or loss. They are subsequently remeasured at fair value and the gains or losses are recognised in profit or loss.

(24) Provisions

Provisions, mainly warranties, are recognised when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.

(25) Employee benefits

  • A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.

  • B. Pensions

  • (a) Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

(b) Defined benefit plans

  • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit

~25~

method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.

     - ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.
  • C. Termination benefits

    • Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Company’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Company recognises expense as it can no longer withdraw an offer of termination benefits or it recognises relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.
  • D. Employees’ compensation and directors’ and supervisors’ remuneration

    • Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.
  • (26) Employee share based payment

  • For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognised as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and nonmarket vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date.

  • Ultimately, the amount of compensation cost recognised is based on the number of equity instruments that eventually vest.

  • (27) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions

~26~

where appropriate based on the amounts expected to be paid to the tax authorities. An additional 10% tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the balance sheet. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

  • F. A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from acquisitions of equipment or technology and research and development expenditures to the extent that it is possible future taxable profit will be available against which the unused tax credit can be utilised.

(28) Share capital

  • A. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

  • B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

~27~

(29) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities.

  • (30) Revenue recognition

  • A. Sales of goods

    • (a) The Company is primarily engaged in the manufacture and sales of semiconductor components. Sales are recognised when control of the products has transferred, being when the products are delivered to the client, the client has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the client, and either the client has accepted the products in accordance with the sales contract, or the Company has objective evidence that all criteria for acceptance have been satisfied. As the time interval between the transfer of committed goods and the payment of customer does not exceed one year, the Company does not adjust the transaction price to reflect the time value of money.

    • (b) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

  • B. Sales and installation of systems products

    • (a) Contracts include sales and installation services of systems products. The system products and the installation services provided by the Company are mostly not distinct and are identified to be one performance obligation since the installation services involve significant customisation and modification. Some contracts are accounted for as a separate performance obligation, and the transaction price will be allocated to each performance obligation based on the stand-alone selling prices. The Company recognises revenue when the performance obligation is satisfied.

    • (b) The Company provides standard warranties on system products sold. Warranties are estimated based on historical warranty data of system products, and recognised when the amount can be reliably estimated.

  • (31) Reorganisation

  • Reorganisation under common control is recognised using book value approach.

  • Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty

  • The preparation of these financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

~28~

(1) Critical judgements in applying the Company’s accounting policies

None.

(2) Critical accounting estimates and assumptions

  • A. Allowance for inventory valuation losses

As the value of the Company’s inventories are effected by market prices and product life cycles, there is a higher risk of obsolescence. For inventories aged over a certain period of time and individually identified as obsolete, the net realisable value is estimated based on historical data of inventory closeout. The net realisable value utilised in evaluating obsolete inventories involves uncertainty of estimation as it is subject to management’s judgement. Inventories and allowance for inventory voluation losses were material to the financial statements.

As of December 31, 2020, the carrying amount of inventories was $1,126,850.

  • B. Financial assets - fair value measurement of unlisted stocks without active market For unlisted securities without active market held by the Company, management assesses their fair values through market approach and takes into account the discount for liquidity. The valuation method is subject to management’s judgement and involves uncertainty, which would effect fair value. Please refer to Note 12(3).

As of December 31, 2020, the carrying amount of unlisted stocks without active market was $805,199.

6. Details of Significant Accounts

(1) Cash and cash equivalents

$805,199.
tails of Significant Accounts
Cash and cash equivalents
Cash on hand
Checking demand deposits
Time deposits
Cash equivalents - Resale bonds
Total
December 31,2020
1
$ 451,422
2,048,206
358,000
2,857,629
$
December 31,2019
100
$ 337,740
1,966,028
510,000
2,813,868
$
  • A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. Cash and cash equivalents amounting to $22,810 and $22,810 were pledged to others as collateral

for the leases for land and dormitory as of December 31, 2020 and 2019, respectively, and were classified as other financial assets. Please refer to Note 8.

~29~

(2) Financial assets and liabilities at fair value through profit or loss

Items December 31,2020 December 31,2019
Current items:
Financial assets mandatorily measured at fair value
through profit or loss
Funds $ 315,000
$ 165,000
Valuation adjustment
Funds 5,248 4,315
Forward exchange contracts 171 -
Total $ 320,419 $ 169,315
Financial assets mandatorily measured at fair value
through profit and loss unlisted stocks
Forward exchange ($ 799)
($ 31)
Non-current items:
Financial assets mandatorily measured at fair value
through profit and loss
Unlisted stocks $ 127,048
$ 127,048
Valuation adjustment ( 20,058) ( 20,195)
Total $ 106,990 $ 106,853
  • A. The Company recognised net gain (loss) of $473 and ($1,144) on financial assets measured at fair value through profit or loss for the years ended December 31, 2020 and 2019, respectively.

  • B. The non-hedging derivative instrument transactions and contract information are as follows:

Derivative Instruments
Assets - Current items:
Forward exchange contracts
Liabilities - Current items:
Forward exchange contracts
Derivative Instruments
Liabilities - Current items:
Forward exchange contracts
December 31,2020 December 31,2020
Contractperiod
USD
2,000
$ (thousands)
USD
3,000
$ (thousands)
December 31,2019
Contract Amount
(Nominal Principal)
December 21, 2020~
January 26, 2021
December 1, 2020~
January 21, 2021
Contractperiod
USD
USD
USD
1,000
$ (thousands)
Contract Amount
(Nominal Principal)
Contractperiod
USD December 30, 2019~
January 21, 2020

The Company entered into forward exchange contracts to sell USD and buy TWD to hedge exchange rate risk of export proceeds. However, these forward exchange contracts are not accounted for under hedge accounting.

~30~

  • C. The Company has no financial assets at fair value through profit or loss pledged to others.

  • D. Information relating to credit risk of financial assets at fair value through profit or loss is provided in Note 12(2).

(3) Financial assets at fair value through other comprehensive income

Items
Non-current items:
Equity instruments
Listed stocks
Unlisted stocks
Subtotal
Valuation adjustment
Total
December 31,2020
73,574
$ 477,809
551,383

232,615

783,998
$
December 31,2019
73,574
$ 481,409
554,983

370,390
925,373
$
  • A. The Company sold all its stocks of Guang Xin Vision Co., Ltd. for $3,780 and resulted in transfers of $180 from other equity to retained earnings on disposal during the second quarter of 2020.

  • B. The Company has elected to classify equity instruments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $783,998 and $925,373 as at December 31, 2020 and 2019, respectively.

  • C. The Company has no financial assets at fair value through other comprehensive income pledged to others as collateral.

  • D. Amounts recognised in profit or loss and other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:

Year ended December Year ended December 31
2020 2019
Equity instruments at fair value through other
comprehensive income
Fair value change recognised in other
comprehensive income-the Company ($ 97,247) $ 37,486
Cumulative gains reclassified to retained
earnings due to recognition-the Company $ 180 $ -
Dividend income recognised in profit or loss
Held at end of year $ 14,454 $ 20,051

~31~

(4) Notes and accounts receivable

Notes and accounts receivable
December 31,2020 December 31,2019
Notes receivable $ 8,873
$ 13,051
Accounts receivable 1,610,400
1,403,756
Accounts receivable - related parties 21,009
34,643
Less: Allowance for uncollectible accounts ( 8,020)
( 20,700)
$ 1,632,262 $ 1,430,750

As of December 31, 2020 and 2019, accounts receivable and notes receivable were all from contracts with customers. And as of January 1, 2019, the balance of receivables from contracts with customers amounted to $1,675,122.

A. The ageing analysis of accounts receivable is as follows:

Without past due
Up to 180 days
181 to 360 days
Over 361 days
December 31,2020
1,590,972
$ 33,845
4,771

1,821

1,631,409
$
December 31,2019
1,397,732
$ 19,727

2,789
18,151
1,438,399
$

The ageing analysis was based on the past due collection date.

B. The ageing analysis of notes receivable is as follows:

Without past due

tion date.
:
December 31, 2020
8,873
$
December31,2019
13,051
$

The ageing analysis was based on the maturity date of the promissory note.

  • C. Information relating to credit risk of accounts receivable and notes receivable is provided in Note

12(2).

(5) Inventories

12(2).
Inventories
Raw materials
Supplies
Work in process
Semi-finished goods
Finished goods
Total
December 31,2020
188,597
$ 250,039
253,618
83,845
350,751
1,126,850
$
December 31,2019
225,820
$ 231,594
354,006
73,788
327,449
1,212,657
$

~32~

The cost of inventories recognised as expense for the period:

Cost of goods sold
Loss (gain on reversal ) on decline in
market value
2020
2019
3,657,967
$ 3,662,019
$ 107,285
78,548)
(
3,765,252
$ 3,583,471
$
Year ended December31
  • A. During the year ended December 31, 2020, the Company wrote down inventory from cost to net realisable value accounted for as ‘cost of goods sold’.

  • B. For the year ended December 31, 2019, because of the rise of the Company’s product price and clearance of low-value product, the net realised value was reversed and recognised as reduction of cost of goods sold.

(6) Investments accounted for using equity method

of cost of goods sold.
Investments accounted for using equity method
2020 2019
At January 1 $ 260,308
$ 254,105
Share of profit or loss of investments accounted for ( 6,035)
25,995
using equity method
Earnings distribution of investments accounted for ( 12,326)
( 49,000)
using equity method
Changes in capital surplus -
444
Currency translation differences (Note 6 (19)) 5,309 ( 11,393)
Capital reduction and adjustments of subsidiaries’ -
1,331
treasury stocks
Gains (losses) on remeasurements of defined benefit -
( 16)
plans of subsidiaries recognised
Gain on disposals of investments (Note B) ( 5,443)
-
Remittance of proceeds from liquidation of ( 24,868)
-
subsidiary (Note B)
Transfer from reorganisation (Note C) 143 -
Effects from liquidation of subsidiaries (Note E) - 38,593
Subsidiaries invested during the period 29,800 -
Others 11 249
At December 31 $ 246,899 $ 260,308
December 31,2020 December 31,2019
Subsidiaries $ 246,899 $ 260,308
  • A. Details of the subsidiaries of the Company are provided in Note 4(3) in the Company’s consolidated financial statements as of and for the year ended December 31, 2020.

  • B. The Board of Directors of the Company resolved the liquidation of foreign subsidiaries, Opto Technology International Group Co.,Ltd. (OTIG) and Opto Tech (Macao) Co., Ltd. (Opto Macao), on August 14, 2017 and April 28, 2020, respectively. OTIG has completed the liquidation process

~33~

on October 26, 2020. Opto Macao has completed the liquidation process on September 29, 2020.

  • C. The Company formerly held 50% equity interests in foreign controlling company, Everyung Investment Ltd. (Everyung), through OTIG. After OTIG completed the liquidation process, the Company generally accepted its assets and directly held 50% equity shares of Everyung.

  • D. The Board of Directors of the Company resolved the liquidation of subsidiary, CS Bright Corporation (CSB), on September 10, 2020. The effective date was set on December 31, 2020, the liquidation is still in process.

  • E. On March 13, 2019, the Board of Directors of the Company passed a resolution that as a result of the liquidation and dissolution of Opto Tech (Suzhou) Co., Ltd. (Opto Tech Suzhou), an indirect subsidiary, it agreed to exempt the company from the payment of debts of US$1.25 million (approximately NT$38,593, including the effect of foreign exchange amounting to $262). The company was dissolved and liquidated on December 19, 2019.

~34~

(7) Property, plant and equipment

2020

Construction in Construction in
Pollution progress and
Buildings Utility prevention Transportation Office Other prepayment for
At January 1 and structures Machinery facilities facilities equipment equipment equipment equipment Total
Cost $ 1,782,219
$ 5,404,370
$ 1,118,047
$ 717,932
$ 7,314
$ 66,404
$ 1,949,323
$ 116,824
$ 11,162,433
Accumulated depreciation ( 1,002,340)
( 4,196,418)
( 974,309)
( 594,030)
( 6,468)
( 54,965)
( 1,567,548)
- ( 8,396,078)
Accumulated impairment ( 59)
( 6,741)
- - - ( 19)
( 84)
- ( 6,903)
$ 779,820 $ 1,201,211 $ 143,738 $ 123,902 $ 846 $ 11,420 $ 381,691 $ 116,824 $ 2,759,452
For the year ended December 31
Opening net book amount $ 779,820
$ 1,201,211
$ 143,738
$ 123,902
$ 846
$ 11,420
$ 381,691
$ 116,824
$ 2,759,452
Additions 2,133 33,550 4,054 2,204 2,155 4,481 13,511 230,489 292,577
Disposals - ( 4,959)
( 13,275)
( 1,149)
- - ( 11,443)
- ( 30,826)
Reclassifications 8,847 173,522 5,131 1,229 2,426 ( 17)
41,652 ( 232,790)
-
Depreciation expense ( 49,716)
( 266,393)
( 21,109)
( 16,844)
( 591)
( 3,930)
( 58,724)
- ( 417,307)
Provision for impairment - ( 35,585)
- - - - - - ( 35,585)
Closing net book amount $ 741,084 $ 1,101,346 $ 118,539 $ 109,342 $ 4,836 $ 11,954 $ 366,687 $ 114,523 $ 2,568,311
At December 31
Cost $ 1,793,199
$ 5,223,295
$ 1,050,132
$ 707,320
$ 11,895
$ 69,576
$ 1,937,717
$ 114,523
$ 10,907,657
Accumulated depreciation ( 1,052,056)
( 4,086,561)
( 931,593)
( 597,978)
( 7,059)
( 57,603)
( 1,570,993)
- ( 8,303,843)
Accumulated impairment ( 59)
( 35,388)
- - - ( 19)
( 37)
- ( 35,503)
$ 741,084 $ 1,101,346 $ 118,539 $ 109,342 $ 4,836 $ 11,954 $ 366,687 $ 114,523 $ 2,568,311

~35~

2019

Construction in Construction in
Pollution progress and
Buildings Utility prevention Transportation Office Other prepayment for
At January 1 and structures Machinery facilities facilities equipment equipment equipment equipment Total
Cost $ 1,771,588
$ 5,293,231
$ 1,097,977
$ 706,514
$ 7,526
$ 64,240
$ 1,899,427
$ 174,849
$ 11,015,352
Accumulated depreciation ( 952,692)
( 4,068,689)
( 947,667)
( 577,068)
( 6,249)
( 52,336)
( 1,503,770)
-
( 8,108,471)
Accumulated impairment ( 59)
( 7,807)
- - - ( 19)
( 84)
-
( 7,969)
$ 818,837 $ 1,216,735 $ 150,310 $ 129,446 $ 1,277 $ 11,885 $ 395,573 $ 174,849
$ 2,898,912
For the year ended December 31
Opening net book amount $ 818,837
$ 1,216,735
$ 150,310
$ 129,446
$ 1,277
$ 11,885
$ 395,573
$ 174,849
$ 2,898,912
Additions 7,078 24,508 11,133 3,902 - 3,426 18,144 223,380 291,571
Reclassifications 3,553 229,936 8,937 7,516 - - 31,463 ( 281,405)
-
Depreciation expense ( 49,648)
( 269,968)
( 26,642)
( 16,962)
( 431)
( 3,891)
( 63,489)
- ( 431,031)
Closing net book amount $ 779,820 $ 1,201,211 $ 143,738 $ 123,902 $ 846 $ 11,420 $ 381,691 $ 116,824 $ 2,759,452
At December 31
Cost $ 1,782,219
$ 5,404,370
$ 1,118,047
$ 717,932
$ 7,314
$ 66,404
$ 1,949,323
$ 116,824
$ 11,162,433
Accumulated depreciation ( 1,002,340)
( 4,196,418)
( 974,309)
( 594,030)
( 6,468)
( 54,965)
( 1,567,548)
- ( 8,396,078)
Accumulated impairment ( 59)
( 6,741)
- - - ( 19)
( 84)
- ( 6,903)
$ 779,820 $ 1,201,211 $ 143,738
$ 123,902 $ 846 $ 11,420 $ 381,691 $ 116,824 $ 2,759,452

~36~

  • A.Amount of borrowing costs capitalized as part of property, plant and equipment and the range of the interest rates for such capitalization are as follows:
Year ended December 31 December 31
2020 2019
Amount capitalized 960
$
$ 1,042
Interest rate 0.24%~1.38% 0.45%~1.41%
  • B.Taking into consideration the future operating plan, some machines did not meet the production demand and presented to be idle in June 2020. After assessment, the recoverable amounts of machines were less than their carrying amount, thus the Company provisioned impairment loss in the amount of $35,585. The Company measured recoverable amounts with use value, the discount rate was 9.82 .

(8) Leasing arrangements lessee

  • A. The Company leases various assets including land, buildings and business vehicles. Rental contracts are typically made for periods of 3 to 20 years.

  • B. The carrying amount of right-of-use assets and the depreciation charge are as follows:

Land

Buildings
Transportation equipment (Business vehicles)
Office equipment (Internet equipment)
Land

Buildings
Transportation equipment (Business vehicles)
Office equipment (Internet equipment)
December 31,2020
December 31,2019
Carryingamount
Carryingamount
$ 220,239 $ 235,454
4,635
6,953
5,400
2,778
2,602
2,000
232,876
$ 247,185
$ Year ended December 31
December 31,2019
Carryingamount
$ 235,454
6,953
2,778
2,000
247,185
$
2020
Depreciation charge
$ 15,215
2,317
3,294
949
21,775
$
2019
Depreciation charge
$ 15,215
2,318
3,956
769
22,258
$
  • C. For the years ended December 31, 2020 and 2019, the additions to right-of-use assets amounted to $7,499 and $3,231, respectively.

  • D. The information on income and expense accounts relating to lease contracts is as follows:

Items affecting profit or loss
Interest expense on lease liabilities
Expense on short-term lease contracts
Year ended December 31 Year ended December 31
2020
4,344
$ 8,228
$
2019
4,270
$
6,881
$

~37~

  • E. For the years ended December 31, 2020 and 2019, the Company’s total cash outflow for leases amounted to $32,333 and $31,640, respectively.

  • F. The Company terminated the lease of the Company’s car prior to the expiration date in October 2020. As a result, right-of-use asset and lease liability both decreased by $33. No penalty was paid due to the early termination.

(9) Investment property

due to the early termination.
nvestment property
At January 1
Additions- from acquisitions
At December 31
2020
-
$ 399,307
399,307
$

For the year ended December 31, 2019: None.

  • A.On December 31, 2020, the fair value of investment properties was 410,640, which was based on the valuation results from independent appraisers calculated by comparison method and was level 3 fair value.

  • B. The Company has no financial assets at fair value through other comprehensive income pledged to others as collateral.

(10) Intangible assets

to others as collateral.
)Intangible assets
2020 2019
At January 1 Software Software
Cost $ 37,760
$ 31,090
Accumulated amortisation ( 23,802) ( 22,521)
$ 13,958 $ 8,569
For the year ended December 31
Opening net book amount $ 13,958
$ 8,569
Additions 14,635 17,149
Amortisation expense ( 14,547) ( 11,760)
Closing net book amount $ 14,046 $ 13,958
At December 31
Cost $ 40,080
$ 37,760
Accumulated amortisation ( 26,034) ( 23,802)
$ 14,046 $ 13,958

~38~

Details of amortisation on intangible assets are as follows:

Year ended December31 December31
2020 2019
Operating costs $ 4,366
$ 3,972
Selling expenses 576 505
General and administration expenses 6,222 4,721
Research and development expenses 3,383 2,562
Total $ 14,547 $ 11,760
(11)Short-term borrowings
Type of borrowings December 31, 2020 December 31,2019
Unsecured bank borrowings $ 139,923
$ 156,167
(12)Other payables
Interest rate range
0.53%~1.22% 0.53%~3.86%
December 31,2020 December 31, 2019
Salaries and bonus payable $ 177,138
$ 142,886
Compensation payable to employee 115,175 108,746
Remuneration payable to directors and
supervisors 38,392 36,249
Others 266,867 243,284
Total $ 597,572 $ 531,165
(13)Long-term borrowings
Interest rate
Type of borrowings Credit line Period range December 31,2020
Syndicated borrowings with $ 1,200,000 2019.02.20~ 1.169%~ $ 811,515
four financial institutions 2022.02.20 1.797%
including China Trust
Commercial Bank (Unsecured)
Less: Current portion (shown as “Other non-current liabilities”) ( 62,960)
$ 748,555
Interest rate
Type of borrowings Credit line Period range December 31,2019
Syndicated borrowings with $ 1,200,000 2019.02.20~ 1.797%~ $ 814,504
four financial institutions 2022.02.20 3.2865%
including China Trust
Commercial Bank (Unsecured)
Less: Current portion (shown as “Other non-current liabilities”) -
$ 814,504

~39~

  • A. On January 15, 2019, the Company signed a joint credit facility of $1.2 billion with four financial institutions including China Trust Commercial Bank. The loan agreement includes the following covenants:

  • (a) The current ratio should be no less than 100% per half year.

  • (b) The debt ratio should not be higher than 100%.

  • (c) The interest coverage ratio shall not be less than 300%.

  • (d) The tangible net value shall be maintained at more than 5 billion yuan (inclusive). If the Company fails to meet the required financial ratios, the bank will stop the allocation. In case of violation of the contract, the bank has the right to ask the Company to repay in full the unpaid balance of the loan in advance.

  • B. Although the long-term borrowing contracts are due on June 7, 2021 and August 28, 2021, the Company had settled the loan in advance on February 20, 2019 due to financial planning considerations.

(14) Pensions

  • A. (a) The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 3.18% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions to cover the deficit.

  • (b) The amounts recognised in the balance sheet are as follows:

December 31,2020 December 31,2019
Present value of defined benefit obligations $ 550,210
$ 646,313
Fair value of plan assets ( 363,458) ( 446,430)
Net defined benefit liability $ 186,752 $ 199,883

~40~

(c) Movements in net defined benefit liabilities are as follows:

Present value of Present value of Present value of Fair value of Fair value of
defined benefit plan Net defined
obligations assets benefit liability
2020
Balance at January 1 $ 646,313
($ 446,430)
$ 199,883
Current service cost 8,000 - 8,000
Interest expense (income) 5,300 ( 3,661) 1,639
659,613 ( 450,091) 209,522
Remeasurements:
Return on plan asset
(excluding amounts included in
interest income or expense) - ( 15,020)
( 15,020)
Change in demographic assumptions ( 162)
- ( 162)
Change in financial assumptions 35,811 - 35,811
Experience adjustments ( 21,285) -
( 21,285)
14,364 ( 15,020) ( 656)
Pension fund contribution - ( 22,114)
( 22,114)
Paid pension ( 123,767) 123,767 -
Balance at December 31 $ 550,210 ($ 363,458)
$ 186,752
Present value of Fair value of
defined benefit plan Net defined
obligations assets benefit liability
2019
Balance at January 1 $ 626,097
($ 432,795)
$ 193,302
Current service cost 8,099 - 8,099
Interest expense (income) 7,514 ( 5,194) 2,320
641,710 ( 437,989) 203,721
Remeasurements:
Return on plan asset
(excluding amounts included in
interest income or expense) - ( 14,237)
( 14,237)
Change in demographic assumptions 297 - 297
Change in financial assumptions 36,728 - 36,728
Experience adjustments ( 17,613) - ( 17,613)
19,412 ( 14,237) 5,175
Pension fund contribution - ( 9,013)
( 9,013)
Paid pension ( 14,809) 14,809 -
Balance at December 31 $ 646,313 ($ 446,430) $ 199,883

~41~

  • (d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company and has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2020 and 2019 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

  • (e) The principal actuarial assumptions used were as follows:

Year ended December 31 ended December 31 ended December 31
2020 2019
Discount rate 0.39% 0.82%
Future salary increases 3.00% 3.00%
Future mortality rate was estimated based on the 5thTaiwan Standard Ordinary Experience
Mortality Table.
Because the main actuarial assumption changed, the present value of defined benefit
obligation is affected. The analysis was as follows:
Discount rate Future salaryincreases
Increase Decrease Increase Decrease
0.5% 0.5% 0.5% 0.5%
December 31, 2020
Effect on present value of
defined benefit obligation ($ 41,350) $ 45,456 $ 44,026 ($ 40,537)
December 31, 2019
Effect on present value of
defined benefit obligation ($ 47,832) $ 52,580 $ 51,155 ($ 47,083)

The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

~42~

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.

  • (f) Expected contributions to the defined benefit pension plans of the Company for the year ending December 31, 2021 amount to $8,059.

  • (g) As of December 31, 2020, the Company’s weighted average duration of the retirement plan is 16 years. The analysis of timing of the future pension payment was as follows:

Within 1 year $ 388,610
1-2 year(s) 6,857
2-5 years 1,076
Over 5 years 320
$ 396,863
  • B. Effective July 1, 2005, the Company established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under defined contribution pension plans of the Company for the years ended December 31, 2020 and 2019 were $33,056 and $33,749, respectively.

(15) Provisions

respectively.
Provisions
Warranty 2020 2019
At January 1 $ 23,480
$ 24,560
Accrued during the period 8,709 9,126
Used during the period ( 9,348) ( 10,206)
At December 31 $ 22,841 $ 23,480
Analysis of total provisions:
December 31,2020 December 31,2019
Current $ 4,033 $ 7,735
Non-current $ 18,808 $ 15,745

The Company provides warranties on products sold. Provision for warranties is estimated based on historical warranty data of products.

~43~

(16) Share capital

  • A. As of December 31, 2020, the Company’s authorized capital was $10,000,000, consisting of 1,000,000 thousand shares of common stock, and the paid-in capital was $3,786,228, consisting of 378,623 thousand shares of common stock with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected. Movements in the number of the Company’s ordinary shares outstanding for the years ended December 31, 2020 and 2019 are as follows (Treasury stock was deducted):
(Treasury stock was deducted):
(In thousands of shares)
2020 2019
At January 1 377,868 444,551
Capital reduction - ( 66,683)
Purchase of treasury shares ( 2,327)
-
At December 31 375,541 377,868
  • B. On March 19, 2020, the Board of Directors of the Company adopted a resolution to raise additional cash through private placement by issuing the maximum 60,000 thousand common stocks or / and preferred stocks to fulfil the capital needs for strengthening the financial capacity, introducing strategic investors as proposed, maintaining the sustainable development and strengthening the competitiveness of the Company. The issuance was approved at the stockholders’ meeting on June 16, 2020.

  • C. On April 25, 2019, the Board of Directors proposed a capital reduction of 668,158 thousand, representing 66,816 thousand shares of outstanding shares whose ratio is around 15%. The capital reduction was resolved in the shareholders’ meeting on June 13, 2019, and the Company submitted an application to FSC for registration. Subsequently, the Company obtained the registration of the capital reduction on July 18, 2019, with the effective date set on July 26, 2019. The return of the share payment has been completed on September 23, 2019.

  • D. Treasury stock

  • (a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:

shares are as follows:
Name of company
holding the shares
Reason for reacquisition
The Company
To be reissued to employees
The Company
The Company’s shares
Subsidiary-Ho Chung
held by its subsidiary
Investment Co., Ltd.
(In thousands of shares)
December 31,2020
Number of
Shares(thousand)
2,327
755
Carryingamount
58,849
$ 23,172
82,021
$

~44~

December 31, 2019 Name of company Number of holding the shares Reason for reacquisition Shares (thousand) Carrying amount The Company The Company’s shares Subsidiary-Ho Chung held by its subsidiary Investment Co., Ltd. 755 $ 23,172

  • (b) The Company’s shares held by its subsidiary had no voting rights before being transferred to the third party.

  • (c) As abovementioned in item (b), the number of shares of the Company held by the subsidiaryHo Chung Investment Co., Ltd. was decreased by 133 thousand shares and the carrying amount of the treasury stocks was decreased by $1,331 as result of the capital reduction in the third quarter of 2019.

  • (d) On November 6, 2020, the Board of Directors of the Company approved to repurchase the Company’s common shares and transferred to employees. The Company expected to repurchase 7,500,000 shares with an upper limit of cash amount of NT$3,103,739 thousand. As of January 8, 2021, the final date of repurchase period, the Company repurchased 4,294,000 shares for a total consideration of NT$109,251 thousand.

  • (e) Pursuant to the R.O.C. Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realised capital surplus.

  • (f) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.

  • (g) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should be reissued to the employees within five years from the reacquisition date and shares not reissued within the five-year period are to be retired.

(17) Capital reserve

Pursuant to the R.O.C. Company Law, capital reserve arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital reserve to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital reserve should not be used to cover accumulated deficit unless the legal reserve is insufficient.

(18) Retained earnings

  • A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be distributed as follows:

  • (a) Offset prior years’ operating losses.

~45~

  • (b) 10% of the remaining amount shall be set aside as legal reserve, unless the accumulated legal reserve equals the total capital of the Company.

  • (c) Special reserve set aside in accordance with relevant laws or regulations or as required for operations.

  • (d) Aside from some of accumulated unappropriated retained earnings will be reserved, remaining retained earnings will be allocated to shareholders as dividends. The Board of Directors proposes a dividend distribution plan for approval by resolution at the shareholders’ meeting.

  • B. The Company operates in the high-tech industry and its business life cycle is in the growth stage. In view of its capital expenditure demand and comprehensive financial plan for continuous development, the Company issues both stock and cash dividends. The proportion of dividends to be distributed in stocks and cash is determined based on the Company’s rate of growth and capital expenditures. However, the amount of cash dividends shall not be lower than 50% of the dividends distributed.

  • C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the balance of the reserve excess 25% of the Company’s paid-in capital.

  • D. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • E. The amendment to the appropriation of 2019 earnings as resolved by the Board of Directors on December 18, 2020 and the appropriation of 2018 earnings as resolved by the stockholders’ meeting on June 13, 2019 are as follow:

meeting on June 13, 2019 are as follow:
Dividends
per share
Amount
(in dollars)
Legal reserve
60,048
$ Special reserve
4,649)
(
Cash dividends
-
-
$ Total
55,399
$ 2019
2018
Amount
65,311
$ 8,392
222,719
296,422
$
Dividends
per share
(in dollars)
0.50
$

On March 19, 2020, the Board of Directors of the Company resolved the appropriation of earnings and expected to distribute cash dividends of $378,623 with $1 per share. On June 16, 2020, shareholders proposed an amendment, “shareholders’ bonus - cash” is $0, for the proposed resolution of 2019 earnings appropriation, which means that cash dividends will be distributed at $0 per share.

~46~

The Board of Directors shall subsequently distribute dividends following the resolution of shareholders. Consequently, the Company’s Board of Directors resolved the amendments to the appropriation of earnings on December 18, 2020 and no cash dividend will be distributed. Please refer to the website of “Market Observation Post System” for information about appropriation of earnings which was approved by the Board of Directors and resolved by shareholders.

  • F. The appropriation of 2020 earnings had been approved by the Board of Directors on March 18,

  • Details are summarized below:

Legal reserve
Special reserve
Cash dividends
Total
Dividends
per share
Amount
(in dollars)
57,584
$ 1,320
514,927

1.39
$ 573,831
$ 2020

Note: It was approved by the Board of Directors and currently is pending for reporting to the shareholders.

(19) Other equity items

2020
Currency translation
differences of foreign Unrealized gain (loss)
operations on valuation Total
At January 1 ($ 9,372)
$ 288,841
$ 279,469
Financial assets at fair value through
other comprehensive income (loss)
Revaluation - Company - ( 137,595)
( 137,595)
Tax on revaluation - Company - 40,348 40,348
Revaluation transferred to retained
earnings– gross - ( 180)
( 180)
Currency translation differences:
-Subsidiaries 5,091 - 5,091
-Associates 218 - 218
At December 31 ($ 4,063) $ 191,414 $ 187,351

~47~

2019

(20) Operating revenue
A. The Company derives revenue in the following major product lines:
B. The Company has recognised the following revenue-related contract liabilities:
Currency translation
differences of foreign Unrealized gain (loss)
operations
on valuation
Total
At January 1
2,021
$ 251,355
$ 253,376
$ Financial assets at fair value through
other comprehensive income
Revaluation - Company
-

50,226
50,226
Tax on revaluation - Company
-
12,740)
(
12,740)
(
Currency translation differences:
-Subsidiaries
11,051)
(
-
11,051)
(
-Associates
342)
(
-

342)
(
At December 31
9,372)
($ 288,841
$ 279,469
$ 2020
2019
Revenue from contracts with customers
5,337,870
$
5,144,198
$ Year ended December 31
LED and
Displays and
Silicon Sensor
Lighting
Other
For theyear ended December 31,2020
Chips Group
Group
segments
Total
Revenue from customer contracts
4,456,621
$ 854,765
$ 26,484
$ 5,337,870
$ LED and
Displays and
Silicon Sensor
Lighting
Other
For theyear ended December 31,2019
Chips Group
Group
segments
Total
Revenue from customer contracts
3,953,295
$ 1,180,276
$ 10,627
$ 5,144,198
$ December 31,2020
December 31,2019
January1,2019
Contract liabilities:
35,773
$ 28,301
$ 39,511
$ 2020
2019
Revenue recognised that was included in
the contract liability balance at the beginning
of the year
10,961
$ 31,679
$ Year ended December 31

~48~

(21) Interest income

Interest income from bank deposits Interest income from resale bonds Other interest income Total

Year ended December 31
2020 2019
$ 9,135
$ 12,622
1,511 1,924
108
311
$ 10,754 $ 14,857

(22) Other income

Rental revenue Dividend income Others Total

(23) Other gains and losses

Net gain (loss) on financial assets and liabilities at fair value through profit or loss Net currency exchange loss Loss on disposal of property, plant and equipment Gain (loss) on disposal of investments Impairment loss on property, plant and equipment Others Total

==> picture [230 x 276] intentionally omitted <==

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

Year ended December 31
2020 2019
$ 81 $ 80
14,454 20,051
24,164 18,622
$ 38,699 $ 38,753
Year ended December 31
2020 2019
$ 473 ($ 1,144)
( 24,563) ( 7,352)
-
( 30,826)
( 5,443) 2,003
-
( 35,585)
( 286) ( 360)
($ 96,230) ($ 6,853)
----- End of picture text -----

(24) Finance costs

Finance costs
Year ended December 31
2020 2019
Interest expense:
Bank borrowings $ 18,265
$ 23,933
Lease liabilities 4,344 4,270
Less: Capitalisation of qualifying assets ( 960) ( 1,042)
21,649 27,161
Other financial costs 1,050 1,050
Total $ 22,699 $ 28,211

~49~

(25) Expenses by nature

Expenses by nature
Year ended December 31
2020 2019
Employee benefit expense $ 1,256,936
$ 1,146,462
Depreciation 439,082 453,289
Amortisation on intangible assets 14,547 11,760
Total $ 1,710,565 $ 1,611,511

(26) Employee benefit expense

Employee benefit expense
Wages and salaries
Post-employment benefits
Labor and health insurance fees
Pension costs
Other personnel expenses
2020
2019
1,060,025
$ 995,219
$ 44,553
-
82,908
83,863
42,695
44,168
27,004
23,212
1,257,185
$ 1,146,462
$ Year ended December 31
995,219
$ -
83,863
44,168
23,212
1,146,462
$
  • A. According to the Articles of Incorporation of the Company, if the Company has profit during the year, the Company shall distribute bonus to the employees that account for 10%~15% and pay remuneration to the directors and supervisors that shall not be higher than 5%, of the total distributed amount. If the Company has an accumulated deficit, earnings should be used to cover losses. Employees’ compensation can be distributed in the form of shares or in cash. Qualification requirements of employees, including the employees of subsidiaries of the Company meeting certain specific requirements, entitled to receive aforementioned stock or cash may be specified in the Articles of Incorporation.

  • B. For the years ended December 31, 2020 and 2019, the employees’ compensation was accrued at $115,175 and $108,746, respectively; directors’ and supervisors’ remuneration was accrued at $38,392 and $36,249, respectively. The aforementioned amounts were recognised in salary expense. The employees’ compensation and directors’ and supervisors’ remuneration were estimated and accrued based on 15%, 5%, 11.8% and 3.9%, respectively, of distributable profit of current period distributable as of the end of reporting period.

  • C. Employees’ compensation and directors’ remuneration of 2019 as resolved at the shareholders’ meeting were in agreement with those amounts recognised in the profit or loss of 2019. The employees’ compensation of 2019 will be distributed in the form of cash.

  • D. Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved at the Board of Directors’ meeting will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

~50~

(27) Income tax

A. Income tax expense

(a) Components of income tax expense:

e tax
ome tax expense
Components of income tax expense:
Year ended December 31
2020 2019
Current tax:
Current tax on profits for the period $ 497
$ 133,666
Tax on undistributed surplus earnings 27,254 29,032
Prior year income tax overestimation ( 25,336) ( 1,603)
Total current tax 2,415
161,095
Deferred tax:
Origination and reversal of temporary
differences 36,856 12,142
Total deferred tax 36,856 12,142
Income tax expense $ 39,271 $ 173,237
The income tax charge relating to components of other comprehensive income are as follows:
Year ended December 31
2020 2019
Remeasurement of defined benefit
obligations
$ 131 ($ 1,035)
Changes in fair value of financial assets
at fair value through other comprehensive
income ( 40,348) 12,740
($ 40,217) $ 11,705
  • (b) The income tax charge relating to components of other comprehensive income are as follows:

B. Reconciliation between income tax expense and accounting profit

Year ended December Year ended December 31
2020 2019
Tax calculated based on profit before tax
and statutory tax rate $ 122,881
$ 155,574
Expenses disallowed by tax regulation 1,472 2,045
Tax exempt income by tax regulation 1,679 ( 6,114)
Temporary differences not recognised as
deferred tax assets ( 22,418)
-
Change in assessment of realisation of
deferred tax assets ( 47,957)
( 3,085)
Prior year income tax overestimation ( 25,336)
( 1,603)
Effect from investment tax credits ( 18,304)
( 2,612)
Tax on undistributed earnings 27,254 29,032
Income tax expense $ 39,271 $ 173,237

~51~

  • C. Amounts of deferred tax assets or liabilities as a result of temporary differences, tax losses and investment tax credits are as follows:
Year ended December 31,2020 ended December 31,2020 ended December 31,2020 ended December 31,2020 ended December 31,2020 ended December 31,2020
Recognised
in other
Recognised in comprehensive
January1 profit or loss income December 31
Temporary differences:
- Deferred tax assets (liabilities):
Loss on inventory value decline $ 14,357
($ 7,352)
$ -
$ 7,005
Expected credit loss 8,530 ( 8,530)
- -
Service warranty expense 4,696
( 128)
- 4,568
Impairment loss 4,921
2,709 - 7,630
Net pension costs 13,996 ( 12,790)
- 1,206
Remeasurement of defined
benefit obligations 26,441
- ( 131)
26,310
Unrealized gain on valuation
of financial assets ( 81,548)
- 40,348 ( 41,200)
Others 10,771 ( 10,765) -
6
Total $ 2,164 ($ 36,856)
$ 40,217
$ 5,525
Year ended December 31,2019
Recognised
in other
Recognised in comprehensive
January1 profit or loss income December 31
Temporary differences:
- Deferred tax assets (liabilities):
Loss on inventory value decline $ 26,436
($ 12,079)
$ -
$ 14,357
Expected credit loss 9,185 ( 655)
- 8,530
Service warranty expense 4,912 ( 216)
- 4,696
Impairment loss 6,144 ( 1,223)
- 4,921
Net pension costs 13,715 281 - 13,996
Remeasurement of defined
benefit obligations 25,406 - 1,035 26,441
Unrealized gain on valuation
of financial assets ( 68,808)
- ( 12,740)
( 81,548)
Others 9,021 1,750 - 10,771
Total $ 26,011 ($ 12,142) ($ 11,705) $ 2,164

D. The amounts of deductible temporary difference that are not recognised as deferred tax assets are as follows:

are as follows:
Deductible temporary differences December31,2020
168,766
$
December31,2019
280,858
$

~52~

  • E. As of December 31, 2020, the Company’s income tax returns through 2018 have been assessed and approved by the Tax Authority.

(28) Earnings per share

and approved by the Tax Authority.
Earnings per share
Basic earnings per share
Profit attributable to owners of
the parent
Dilutive effect of common stock
equivalents:
Employees’ compensation
Diluted earnings per share
Profit attributable to owners of
the parent plus dilutive effect
of common stock equivalents
Basic earnings per share
Profit attributable to owners of
the parent
Dilutive effect of common stock
equivalents:
Employees’ compensation
Diluted earnings per share
Profit attributable to owners of
the parent plus dilutive effect
of common stock equivalents
Year ended December 31,2020
Weighted-average
outstanding
common shares
Earnings per
share
Profit after tax
(in thousands)
(in dollars)
575,133
$ 377,806
1.52
$ -
7,185
575,133
$ 384,991
1.49
$ Year ended December 31, 2019
Earnings per
share
(in dollars)
1.52
$
1.49
$
Profit after tax
604,633
$ -
604,633
$
Weighted-average
outstanding
common shares
(in thousands)
415,686
5,229
420,915
Earnings per
share
(in dollars)
1.45
$
1.44
$

~53~

(29) Changes in liabilities from financing activities

2020

2020
Liabilities from
Short-term Long-term Lease Guarantee financing
borrowings borrowings liabilities deposits activities-gross
At January 1 $ 156,167
$ 814,504
$ 248,562
$ 1,415
$ 1,220,648
Changes in cash flow
from financing activity
( 16,244)
( 2,989)
( 19,761)
( 675)
( 39,669)
Interest payment - - ( 4,344)
- ( 4,344)
Increase in lease principal - - 7,498 - 7,498
Amortization of interest
expenses
- - 4,344 - 4,344
Decrease - - ( 33)
- ( 33)
At December 31 $ 139,923 $ 811,515 $ 236,266 $ 740 $ 1,188,444
2019
Liabilities from
Short-term Long-term Lease Guarantee financing
borrowings borrowings liabilities deposits activities-gross
At January 1 $ 585,050
$ 250,000
$ 265,820
$ 2,260
$ 1,103,130
Changes in cash flow
from financing activity
( 428,883)
564,504 ( 20,489)
( 845)
114,287
Interest payment - - ( 4,270)
- ( 4,270)
Increase in lease principal - - 3,231 -
3,231
Amortization of interest
expenses - - 4,270 - 4,270
At December 31 $ 156,167 $ 814,504 $ 248,562
$ 1,415 $ 1,220,648

~54~

7. Related Party Transactions

(1) Names of related parties and relationship

Names of related parties Relationship with the Company CS Bright Corporation (Note 1) This company is the subsidiary of the Company. Opto Plus Technology Co., Ltd. This company is the subsidiary of the Company. Opto Tech (Macao) Co., Ltd. (Note 2) This company is the subsidiary of the Company. Opto Tech (Suzhou) Co., Ltd. (Note 3) This company is the subsidiary of the Company. Shin-Etsu Opto Electronic Co., Ltd. The Company is the director of this company; this company is the director of the Company. (Note 4) Giga Epitaxy Technology Corp. The Company is the director of this company. Nichia Taiwan Corp. This company is the director of the Company. Nichia Corp. This company's subsidiary is the director of the Company. VML Technologies B.V. This company is an investment of Ho Chung Investment Co., Ltd. accounted for using equity method. Shen Zhen Guang Xin Vision The chairman of this company is an independent director Technology Co., Ltd.(Shen Zhen Guang of the Company. (Note 5) Xin) Guang Xin Vision Co., Ltd.(Guang Xin The chairman of this company is an independent director Vision) of the Company. (Note 5) Guang Xin Vision Tech. (HK) CO., The chairman of this company is an independent director Ltd.(Hong kong Guang Xin) of the Company. (Note 5)

Note 1: CS Bright Corporation (CSB) implemented liquidation on December 31, 2020.

  • Note 2: This Company has completed liquidation process on September 29, 2020, please refer to Note 6(6)B for details.

  • Note 3: This Company has completed liquidation process on December 19, 2019, please refer to Note 6(6)E for details.

  • Note 4: The shareholders of the Company during their meeting resolved to reelect all its directors on June 16, 2020. The shareholders of Shin-Etsu Opto Electronic Co., Ltd. (Shin-Etsu) also resolved to reelect all its directors on June 18, 2020. After the reelection, the Company is no longer a legal person of Shin-Etsu, and Shin-Etsu is no longer a legal person of the Company, thus, Shin-Etsu has not been a related party of the Company since June 18, 2020.

  • Note 5: The Company’ shareholders during their meeting resolved to reelect all its directors on June 16, 2020. The company’s chairman is no longer an independent director of the Company due to the reelection, thus, the company is not a related party of the Company starting from the date.

~55~

(2) Significant transactions and balances with related parties

A. Operating revenue:

Sales of goods:
Subsidiaries
Associates
Other related parties
Total
2020
2019
10,286
$ 9,237
$ 240

120,137

234,463
317,830
244,989
$ 447,204
$ Year ended December 31

The selling prices charged to the above related parties are not materially different from those charged to non-related parties. For the years ended December 31, 2020 and 2019, the credit term for the related parties was 30 ~136 days. Some related parties adopt the method of shipping after receiving the payment. The credit term was 90 ~ 150 days for the non-related parties for both periods.

B. Purchases:

periods.
Purchases:
Purchases of goods:
Subsidiaries
Other related parties
Total
Year ended December 31
2020
6,398
$ 181,207

187,605
$
2019
4,429
$ 243,697
248,126
$

The purchase prices charged by the above related parties were not materially different from those charged by non-related parties. For the years ended December 31, 2020 and 2019, the credit term was 60 ~ 120 days for the related parties, and 90 ~ 120 days for the non-related parties for both periods.

C. Accounts receivable:

periods.
Accounts receivable:
Receivables from related parties:
Subsidiaries
Associates
Other related parties
Total
December 31,2020
4,129
$ -
16,880
21,009
$
December 31,2019
1,855
$ -
32,788
34,643
$

~56~

D. Accounts payable:

Accounts payable:
Payables to related parties:
Subsidiaries
Others related parties
Total
December 31,2020
4,110
$ 51,920

56,030
$
December 31,2019
1,366
$ 78,676
80,042
$

E. Prepayment

Subsidiaries

December 31,2020 December 31,2019
$ 43,032
$ -

The prepayment for obtaining Bright Investment International Ltd.-indirect subsidiary from CS Bright Corporation (CSB).

  • F. Advance receipts

Associates

December 31, 2020 December 31, 2019 $ 942 $ -

  • G. Loans to /from related parties:

Loans to related parties:

For the year ended December 31, 2020: None.

  • (a) Outstanding balance:

Associates

  • (b) Interest income

Subsidiaries

December 31, 2019 - $ December 31, 2019 $ 275

The conditions for loans to subsidiaries includes repayment in 1 year starting from the first drawing date, the interests shall be paid monthly. For the year ended December 31, 2019, the interest was stated at an annual rate of 3.23050%-3.55010%.

H. Endorsements and guarantees provided to related parties:

December 31, 2020 December 31, 2019 Subsidiaries $ 98,613 $ 159,129

I. Lease

  • (a) Rent expense

ent expense
idiaries
December 31,2020
December 31,2019
98,613
$ 159,129
$
December 31,2020
December 31,2019
98,613
$ 159,129
$
Other related parties Year ended December 31
2020
2,400
$
2019
2,400
$

~57~

The Company leases plant and machinery from related parties. The monthly rental payments are mutually agreed upon. The payment terms are not materially different from those charged by non-related parties.

  • (b) Lease liabilities

  • (i) Outstanding balance:

December 31, 2020 December 31, 2019 Other related parties $ 4,518 $ 6,815 (ii) Interest expense December 31, 2019 December 31, 2019 $ 104 $ 144

Other related parties

J. Property transactions

For the year ended December 31, 2020: None.

Acquisition of property, plant and equipment: Other related parties

Acquisition of financial assets at fair value through other comprehensive income-other related parties

Year ended December 31 2019 $ 459 $ 3,600

(3) Key management compensation

Key management compensation
Salaries and other short-term employee benefits
Post-employment benefits
Total
Year ended December 31
2020
93,754
$ 464
94,218
$
2019
76,453
$ 459
76,912
$

8. Pledged Assets

The Company’s assets pledged as collateral are as follows:

Pledged assets
Restricted assets-Time
deposits, (shown as
"other current assets")
December 31,
December 31,
2020
2019
Creditor Bank
Type
22,810
$ 22,810
$ Chang Hwa
Commercial Bank
Far Eastern
International Bank
Land lease and
dormitory lease
deposits
Bookvalue
Purpose ofpledge
Purpose ofpledge Purpose ofpledge
December 31,
2020
22,810
$
Type

~58~

  1. Significant Contingent Liabilities and Unrecognized Contract Commitments

  2. (1) As of December 31, 2020, the guarantees provided by the Company through banks were as follows:

Guarantor
Far Eastern International Bank

Chang Hwa Commercial Bank
Chang Hwa Commercial Bank

Mega International Commercial Bank

Taipei Fubon Commercial Bank
Taishin International Bank
Nature of Guarantee
Warranty
Customs duty
Warranty


Borrowing
Amount
19,450
$ 13,000
3,360
20,771
2,055
98,508
157,144
$
  • (2) As of December 31, 2020, the outstanding letters of credit issued for the importation of raw materials and machinery were as follows:

==> picture [190 x 15] intentionally omitted <==

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

Amount (thousands)
----- End of picture text -----

TWD 14,640
JPY
20,911
USD 678
  • (3) Operating lease commitments: Please refer to Note 6(8).

  • (4) As of December 31, 2020, the promissory notes issued by the Company for loans, performance guarantee for purchases and loans granted for subsidiaries amounted to $4,288,964.

  • (5) As of December 31, 2020, the capital expenditure contracted but not yet incurred is $26,382.

10. Significant Disaster Loss

None.

11. Significant Events after the Balance Sheet Date

  • A. On January 8, 2021, the Board of Directors of the Company approved to repurchase the Company’s common shares and transferred to employees. The Company repurchases 7,500,000 shares with an upper limit of cash amount of NT$3,482,361 thousand. The repurchase will be completed from January 11, 2021 to March 10, 2021. As of March 18, 2021, the Company repurchased 4,599,000 shares, the total cash amount was NT$112,006 thousand.

  • B. To fulfil the working capital of the Company’s wholly owned subsidiary, Dongzhen Asset Co., Ltd, the Board of Directors of the Company resolved to increase its capital in Dongzhen Asset Co., Ltd by issuing new shares of 37,020 thousand common shares with a par value of NT$10 per share, equivalent to NT$370,200 thousands, on March 18, 2021.

  • C. In accordance with paragraph 7, Article 43-6 of Securities and Exchange Act, private placements of securities can be conducted subsequently within one year after the date that shareholders made their resolution as approved by the Board of Directors on March 18, 2021. Taken into consideration capital market condition, the Company discontinued the private replacement of securities as

~59~

approved by the shareholders in 2020.

  • D. For information of the appropriation of 2020 earnings, please refer to Note 6(18).

  • E. On March 18, 2021, the Board of Directors of the Company resolved to transfer treasury shares to employees at a price lower than the actual average repurchased price. This case is pending for the discussion of shareholders’ meeting in 2021.

12. Others.

(1) Capital risk management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders or issue new shares to reduce debt. The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the balance sheet plus net debt.

As of December 31, 2020 and 2019, the gearing ratios were (32.57%) and (34%), respectively.

(2) Financial instruments

A. Financial instruments by category

nancial instruments
Financial instruments by category
Financial assets
Financial assets measured at fair value
through profit or loss
Financial assets mandatorily measured
at fair value through profit or loss
Financial assets at fair value through
other comprehensive income
Financial assets at amortised cost/Loans
and receivables
Cash and cash equivalents
Notes receivable
Accounts receivable-net (including related parties)
Other accounts receivable
Guarantee deposits paid
Other financial assets
Financial liabilities
Financial assets mandatorily measured
at fair value through profit or loss
Financial liabilities at amortised cost
Short-term borrowings
Accounts payable (including related parties)
Other accounts payable
Long-term borrowings
Guarantee deposits received
Lease liabilities
December 31,2020
427,409
$ 783,998
2,857,629
8,873
1,623,389
19,689
11,377
22,810
5,755,174
$ 799
$ 139,923
683,546
597,572
811,515
740
2,234,095
$ 236,266
$
December 31,2019
276,168
$ 925,373
2,813,868
13,051
1,417,699
18,712
15,884
22,810
5,503,565
$
31
$ 156,167
697,798
531,165
814,504
1,415
2,201,080
$
248,562
$

~60~

  • B. Financial risk management policies

  • (a) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial position and financial performance.

  • (b) The plans for material treasury activities are reviewed by Board of Directors in accordance with procedures required by relevant regulations or internal controls. During the implementation of such plans, Corporate Treasury function must comply with certain treasury procedures that provide guiding principles for overall financial risk management and segregation of duties.

  • C. Significant financial risks and degrees of financial risks (a) Market risk

Foreign exchange risk

  • i. The Company operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD and JPY. Exchange rate risk arises from future commercial transactions and recognised assets and liabilities.

  • ii. To manage their foreign exchange risk arising from future commercial transactions and recognised assets and liabilities, entities in the Company use forward foreign exchange contracts, transacted with Company treasury. The expired dates of these forward foreign exchange contracts are shorter than 6 months and are not accounted for under hedge accounting. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency.

  • iii. As the foreign operations are strategic investments, the Company does not hedge for them.

  • iv. The Company’s businesses involve some non-functional currency operations.The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

~61~

Foreign
currency
amount
(in
thousands)
Exchange
rate
Book value
(TWD)
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : TWD
43,908
$ 28.4300
1,248,304
$ JPY : TWD
290,236
0.2743
79,612
CNY : TWD
25,061
4.3520
109,065
Investment for using
equity method
USD : CNY (Note)
-
-
-
Non-monetary items
: None.
Financial liabilities
USD : TWD
32,237
$ 28.530
919,722
$ JPY : TWD
508,001
0.2783
141,377
Non-monetary items
:None.
December 31,2020
Foreign
currency
amount
(in
thousands)
Exchange
rate
Book value
(TWD)
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : TWD
43,908
$ 28.4300
1,248,304
$ JPY : TWD
290,236
0.2743
79,612
CNY : TWD
25,061
4.3520
109,065
Investment for using
equity method
USD : CNY (Note)
-
-
-
Non-monetary items
: None.
Financial liabilities
USD : TWD
32,237
$ 28.530
919,722
$ JPY : TWD
508,001
0.2783
141,377
Non-monetary items
:None.
December 31,2020
Foreign
currency
amount
(in
thousands)
Exchange
rate
Book value
(TWD)
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : TWD
43,908
$ 28.4300
1,248,304
$ JPY : TWD
290,236
0.2743
79,612
CNY : TWD
25,061
4.3520
109,065
Investment for using
equity method
USD : CNY (Note)
-
-
-
Non-monetary items
: None.
Financial liabilities
USD : TWD
32,237
$ 28.530
919,722
$ JPY : TWD
508,001
0.2783
141,377
Non-monetary items
:None.
December 31,2020
Extent
of
variation
Effect
on profit
or loss
Effect
on other
compre-
hensive
income
Unrealized
exchange
gain(loss)
1%
12,483
$ -
$ 31,638)
($ 1%
796
-
469)
(
1%
1,091

-
97)
(
1%
-

-
-
1%
9,197)
($ -
$ 24,369
$ 1%
1,414)
(
-
265)
(
Year ended December 31,2020
SensitivityAnalysis
Extent
of
variation
Effect
on profit
or loss
Effect
on other
compre-
hensive
income
Unrealized
exchange
gain(loss)
1%
12,483
$ -
$ 31,638)
($ 1%
796
-
469)
(
1%
1,091

-
97)
(
1%
-

-
-
1%
9,197)
($ -
$ 24,369
$ 1%
1,414)
(
-
265)
(
Year ended December 31,2020
SensitivityAnalysis
Extent
of
variation
Effect
on profit
or loss
Effect
on other
compre-
hensive
income
Unrealized
exchange
gain(loss)
1%
12,483
$ -
$ 31,638)
($ 1%
796
-
469)
(
1%
1,091

-
97)
(
1%
-

-
-
1%
9,197)
($ -
$ 24,369
$ 1%
1,414)
(
-
265)
(
Year ended December 31,2020
SensitivityAnalysis
Exchange
rate
Extent
of
variation
Effect
on profit
or loss
Effect
on other
compre-
hensive
income
12,483
$ -
$ 796
-
1,091

-
-

-
9,197)
($ -
$ 1,414)
(
-
28.4300
0.2743
4.3520
-
28.530
0.2783
1,248,304
$ 79,612
109,065
-
919,722
$ 141,377
1%
1%
1%
1%
1%
1%
31,638)
($ 469)
(
97)
(
-
24,369
$ 265)
(


Note If the entities’ functional currency is not TWD, the foreign currency denominated assets and liabilities of the entities should be disclosed.

Foreign
currency
amount
(in
thousands)
Exchange
rate
Book value
(TWD)
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : TWD
39,094
$ 29.93
1,170,083
$ JPY : TWD
132,596
0.274
36,331
CNY : TWD
26,475
4.28
113,313
Investment for using
equity method
USD : CNY (Note)
1,864
29.98
55,876
Non-monetary items
:None.
Financial liabilities
USD : TWD
29,766
$ 30.03
893,873
$ JPY : TWD
416,164
0.278
115,694
Non-monetary items
:None.
December 31,2019
Foreign
currency
amount
(in
thousands)
Exchange
rate
Book value
(TWD)
December 31,2019
Foreign
currency
amount
(in
thousands)
Exchange
rate
Book value
(TWD)
December 31,2019
Foreign
currency
amount
(in
thousands)
Exchange
rate
Book value
(TWD)
December 31,2019
Extent
of
variation
Effect
on profit
or loss
Effect
on other
compre-
hensive
income
Unrealized
exchange
gain(loss)
Year ended December 31,2019
SensitivityAnalysis
Extent
of
variation
Effect
on profit
or loss
Effect
on other
compre-
hensive
income
Unrealized
exchange
gain(loss)
Year ended December 31,2019
SensitivityAnalysis
Extent
of
variation
Effect
on profit
or loss
Effect
on other
compre-
hensive
income
Unrealized
exchange
gain(loss)
Year ended December 31,2019
SensitivityAnalysis
Extent
of
variation
Effect
on profit
or loss
Effect
on other
compre-
hensive
income
Unrealized
exchange
gain(loss)
Year ended December 31,2019
SensitivityAnalysis
Foreign
currency
amount
(in
thousands)
Exchange
rate
Extent
of
variation
Effect
on profit
or loss
Effect
on other
compre-
hensive
income
29.93
0.274
4.28
29.98
30.03
0.278
1,170,083
$ 36,331
113,313
55,876
893,873
$ 115,694
1%
1%
1%
1%
1%
1%
11,701
$ 363
1,133
-
8,939)
($ 1,157)
(
-
$ -
-
559
-
$ -
26,074)
($ 353)
(
1,103)
(
-
19,395
$ 1,644


~62~

  • Note If the entities’ functional currency is not TWD, the foreign currency denominated assets and liabilities of the entities should be disclosed.

Price risk

  • i. The Company’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio.

  • ii. The Company’s investments in equity securities comprise domestic listed and unlisted stocks. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these domestic funds, equity securities of listed company or unlisted company had increased/decreased by 5%, 20% or 10%, respectively, with all other variables held constant, post-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $26,711 and $19,151, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $86,979 and $100,613 as a result of gains/losses on equity securities classified as at fair value through other comprehensive income.

Interest rate risk

  • i. The Company’s interest rate risk arises from long-term and short-term borrowings. Borrowings issued at floating rates expose the Company to cash flow interest rate risk which is partially offset by cash and cash equivalents held at floating rates. During the years ended December 31, 2020 and 2019, the Company’s borrowings at floating rate were denominated in TWD, USD and JPY.

  • ii. At December 31, 2020 and 2019, if interest rates on borrowings had been 100 basis point higher/lower with all other variables held constant, post-tax profit for the years ended December 31, 2020 and 2019 would have been $7,612 and $7,765 lower/higher, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings.

  • (b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. According to the Company’s credit policy, each local entity in the Company is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors, the utilisation of credit limits is regularly monitored. Credit risk arises from cash and equivalents, derivative financial instruments and deposits with bank and financial

~63~

institutions, as well as operating activities, including outstanding receivables.

  • ii. The default occurs when the contract payments are past due over 181 days for distributors and 361 days for other customers, respectively.

  • iii. The Company classifies customers’ accounts receivable, in accordance with credit risk on trade and customer types. The Company applies the simplified approach using loss rate methodology to estimate expected credit loss under the provision matrix basis.

  • iv. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:

  • (i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;

  • (ii) The disappearance of an active market for that financial asset because of financial difficulties;

  • (iii) Default or delinquency in interest or principal repayments;

  • (iv) Adverse changes in national or regional economic conditions that are expected to cause a default.

  • v. The Company used historical and timely information to assess the default possibility of notes receivable and accounts receivable (including related parties). As of December 31, 2020 and 2019, the loss rate methodology is as follows:

At December 31, 2020
Expected loss rate
Total book value
Loss allowance
At December 31, 2019
Expected loss rate
Total book value
Loss allowance
Individual
100%
4,997
$ 4,997
$ Individual
100%
-
$ -
$
Group
0.01%~100%
1,635,285
$ 3,023
$ Group
0.1%~100%
1,451,450
$ 20,700
$
Total
1,640,282
$
8,020
$
Total
1,451,450
$
20,700
$
  • vi. As at December 31, 2020 and 2019, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Company’s accounts receivable was $1,632,262 and $1,430,750, respectively.

~64~

  • vii. Movements in relation to the company applying the simplified approach to provide loss allowance for accounts receivable are as follows:
2020 2019
Accounts receivable Accounts receivable
At January 1 $ 20,700
$ 32,002
Provision (reversal) of impairment loss 2,408 ( 2,478)
Write-offs ( 15,088) ( 8,824)
At December 31 $ 8,020 $ 20,700
  • viii. The Company conducts business with banks and financial institutions with sound reputation, and therefore do not expect the financial assets at amortized cost to have credit risk.

(c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company treasury. Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times.

  • ii. The table below analyses the Company’s non-derivative financial liabilities and derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities and to the expected maturity date for derivative financial liabilities.

December 31, 2020
Less than
Non-derivative financial
liabilities
:
1year
Short-term borrowings
140,100
$ Accounts payable
683,546
(including related parties)
Other payables
597,572
(including related parties)
Lease liabilities
19,560
Long-term borrowings
74,285
(including current portion)
Forward exchange contracts
799
Derivative financial liabilities
Between
1 and 2
years
-
$ -
-
18,567
741,637
-
Between
2 and 3
years
-
$ -
-
15,505
-
-
Between
3 and 5
years
-
$ -
-
29,728
-
-
Over 5
years
-
$ -
-
152,906
-
-

~65~

==> picture [436 x 213] intentionally omitted <==

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

Between Between Between
December 31, 2019 Less than 1 and 2 2 and 3 3 and 5 Over 5
Non-derivative financial 1 year years years years years
liabilities:
- - - -
Short-term borrowings $ 156,657 $ $ $ $
- - - -
Accounts payable 697,798
(including related parties)
- - - -
Other payables 531,165
(including related parties)
Lease liabilities 23,104 21,309 7,361 35,135 185,671
- -
Long-term borrowings 22,389 83,394 713,706
(including current portion)
Derivative financial liabilities :
Forward exchange contracts 31 - - - -
----- End of picture text -----

(3) Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

  • Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Unobservable inputs for the asset or liability.

  • B. Fair value information of investment property at cost is provided in Note 6(9).

  • C. The carrying amounts of cash and cash equivalents, notes receivable, accounts receivable, other receivables, short-term borrowings, notes payable, accounts payable, other payables, lease liabilities and long-term borrowings are approximate to their fair value.

~66~

  • D. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities as at December 31, 2020 and 2019 is as follows:

==> picture [470 x 407] intentionally omitted <==

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

December 31, 2020 Level 1 Level 2 Level 3 Total
Assets:
Recurring fair value measurements
Financial assets at fair value through
profit or loss
Domestic funds $ 320,248 $ - $ - $ 320,248
Forward exchange contracts - 171 - 171
- -
Equity securities 106,990 106,990
Financial assets at fair value through
other comprehensive income 85,789 - 698,209 783,998
Total $ 406,037 $ 171 $ 805,199 $ 1,211,407
Liabilities:
Recurring fair value measurements
Financial liabilities at fair value through
profit or loss
Forward exchange contract $ - $ 799 $ - $ 799
December 31, 2019 Level 1 Level 2 Level 3 Total
Assets:
Recurring fair value measurements
Financial assets at fair value through
profit or loss
Domestic funds $ 169,315 $ - $ - $ 169,315
- -
Equity securities 106,853 106,853
Financial assets at fair value through
other comprehensive income 80,760 - 844,613 925,373
Total $ 250,075 $ - $ 951,466 $ 1,201,541
Liabilities:
Recurring fair value measurements
Financial liabilities at fair value through
profit or loss
Forward exchange contract $ - $ 31 $ - $ 31
----- End of picture text -----

  • E. The methods and assumptions the Company used to measure fair value are as follows:

  • (a) The instruments the Company used market quoted prices as their fair values (that is, Level 1) are composed of listed shares using closing price and open-end fund using net asset value at balance sheet date.

  • (b) Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes.

  • (c) When assessing non-standard and low-complexity financial instruments, the Company adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market. Forward exchange contracts are usually valued based on the current forward exchange rate.

~67~

  • (d) The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Company’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs. In accordance with the Company’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.

  • F. For the years ended December 31, 2020 and 2019, there was no transfer between Level 1 and Level 2.

  • G. The following chart is the movement of Level 3 financial instruments of equity securities for the years ended December 31, 2020 and 2019.

2020 2019
At January 1 $ 951,466
$ 889,926
Acquired in the period ( 3,600)
3,600
Losses recognised in income 137 ( 46)
Losses recognised in other
comprehensive income ( 142,804) 57,986
At December 31 $ 805,199 $ 951,466
  • G. For the years ended December 31, 2020 and 2019, there was no transfer into or out from Level 3.

  • H. Financial segment is in charge of valuation procedures for fair value measurements being categorized within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions and reviewing periodically.

~68~

  • I. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
Unlisted shares
Unlisted shares
Non-derivative
equity:
Unlisted shares
Unlisted shares
Non-derivative
equity:
Fair
value at
December
Valuation
31,2020
technique
698,209
$ Market
comparable
companies
106,990
Net asset
value
Fair
value at
December
Valuation
31,2019
technique
841,013
$ Market
comparable
companies
106,853
Net asset
value
Significant
unobservable
input
Price to
earnings
ratio multiple
Discount for
lack of
volatility
Discount for
lack of
volatility
Significant
unobservable
input
Price to
earnings
ratio multiple
Discount for
lack of
volatility
Discount for
lack of
volatility
Range
(weighted
average)
0.94~2.3
30%~35%
19.25%
Range
(weighted
average)
0.75~1.21
25%~35%
19.25%
Relationship
of inputs to
fair value
The higher the multiple,
the higher the fair value.
The higher the discount
for lack of marketability,
the lower the fair value.
The higher the discount
for lack of marketability,
the lower the fair value.
Relationship
of inputs to
fair value
The higher the multiple,
the higher the fair value.
The higher the discount
for lack of marketability,
the lower the fair value.
The higher the discount
for lack of marketability,
the lower the fair value.

~69~

  • J. The Company has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurements. The following is the effect of profit or loss or of other comprehensive income from financial assets and liabilities categorised within Level 3 if the inputs used to valuation models have changed:

December 31, 2020

December 31,2020 31,2020
Financial assets
Equity instrument
Financial assets
Equity instrument
Input Change
±5%
Change
±5%
Favourable
Unfavourable
change
change
1,275
$ 1,275)
($ Recognised inprofit or loss
Favourable
Unfavourable
change
change
1,274
$ 1,274)
($ December
Recognised in profit or loss
Recognised in other
comprehensive income
Favourable
Unfavourable
change
change
15,582
$ 15,582)
($ 31,2019
Recognised in other
comprehensive income
Unfavourable
change
Discount of
lack of
volatility
Input
Favourable
Unfavourable
change
change
14,571
$ 14,571)
($
Discount of
lack of
volatility
  • (4) Explanation of the impact of the COVID 19 pandemic to the Company s operation in 2020

  • During the first three quarters of 2020, sales of certain customers were affected by the COVID-19 pandemic and the costs of transportation also increased. The aforementioned situation had no significant impact to the Company’s operation. However, the Company will continually monitor the development of the pandemic and adjust strategy accordingly

13. SUPPLEMENTARY DISCLOSURES

  • (1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 4.

~70~

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.

  • I. Trading in derivative instruments undertaken during the reporting periods: Please refer to Note

  • 6(2).

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 5.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China) Please refer to table 6.

(3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 7.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 8.

  • (4) Information on major shareholders

  • Please refer to table 9.

14. SEGMENT INFORMATION

Operating segments information was disclosed in the consolidated financial statements in accordance with the standard.

~71~

OPTO TECH CORPORATION STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

==> picture [507 x 14] intentionally omitted <==

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

Item Description Amount Note
----- End of picture text -----

Cash on hand and petty
Cash in banks
Checking accounts
Demand deposits
Foreign currency
deposits
JPY 193,340 thousand
USD 4,729 thousand
RMB 774 thousand
EUR 0.305 thousand
Time deposits
USD 2,000 thousand
Cash equivalents - Resale
bonds
0.25%~0.28%
1
$ 4,480
258,838
52,240
JPY exchange rate 0.2702
132,535
USD exchange rate 28.025
3,319
RMB exchange rate 4.287
10
EUR exchange rate 34.255
1,992,156 Maturity date 2021/1/6~2021/3/29
56,050 USD exchange rate 28.025
Maturity date 2021/1/6~ 2021/1/12
358,000
Maturity date 2021/1/4~ 2021/3/12
2,857,629
$

~72~

OPTO TECH CORPORATION STATEMENT OF TRADE RECEIVABLES DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Client Name Description Amount Note
Company A
Company B
Company C
Company D
Others
Less: Allowance for uncollectible
accounts
Related parties-
Nichia Corp.
Opto Plus Technology Co., Ltd.
Nichia Taiwan Corp.
Less: Allowance for uncollectible
accounts
USD 18,302 thousand
RMB 14,605 thousand
USD 1,451 thousand
JPY 51,042 thousand
USD 147 thousand
JPY 11,431 thousand
512,909
$ 212,744
103,268
96,732
684,747
1,610,400
8,020)
(
1,602,380
$ 13,791
4,129
3,089
21,009
-
21,009
$
None of balances
of each remaining
items is greater
than 5% of this
account; among
which $1,821 was
past due more than
a year

~73~

OPTO TECH CORPORATION STATEMENT OF INVENTORIES

DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Item Amount Amount Amount Note
Cost Net Realizable Value
Raw materials
Supplies
Work in process
Semi-finished goods
Finished goods
Total
Less: Allowance for inventory
valuation and
obsolescence losses
Net amount
206,761
$ 294,730
256,613
91,203
357,403
1,206,710
79,860)
(
1,126,850
$
196,377
$ 244,124
520,839
117,496
503,663
1,582,499
$

~74~

OPTO TECH CORPORATION

STATEMENT OF FINANCIAL ASSETS MEASURED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - NON-CURRENT FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Name Beginning Beginning Balance Addition Addition Addition Decrease Decrease EndingBalance EndingBalance EndingBalance Collateral Note
Shares
(in thousands)
Fair Value Shares
(in
thousands)
Amount Shares
(in
thousands)
Amount Shares
(in
thousands)
Fair Value
Nichia Corp.
Viking Tech Corp.
Giga Epitaxy
Technology Corp.
Shin-Etsu Opto
Electronic Co., Ltd.
Guang Xin Vision
Co., Ltd.
Total
10
2,874
4,950
2,000
360
786,993
$ 80,760
13,801
40,219
3,600
925,373
$
-
-
-
-
-
-
$ 5,029
2,590
56,346
180
64,145
$
-
-
-
-
360)
(
201,740)
($ -
-
-
3,780)
(
205,520)
($
10
2,874
4,950
2,000
-
585,253
$ 85,789
16,391
96,565
-
783,998
$
None



~75~

OPTO TECH CORPORATION

STATEMENT OF CHANGES IN ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Item Beginning Balance Addition Decrease Ending Balance Note

Refer to Note 6(7) for more details. �

~76~

OPTO TECH CORPORATION STATEMENT OF SHORT-TERM BORROWINGS DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Nature Creditor
Description
Mega International Commercial Bank Hsinchu Science Park Xin'an Branch
General
borrowings
Taipei Fubon Commercial Bank Hsinchu Branch

Chang Hwa Commercial Bank Hsinchu Science-Based Industrial Park Branch

E.Sun Bank Hsinchu Branch

First Commercial Bank Hsinchu Branch

Land Bank of Taiwan Hsinchu Branch

Bank of Taiwan Hsinchu Science-Based Industrial Park Branch

Hua Nan Commercial Bank Chupei Branch

Far Eastern International Bank Science-Based Industrial Park Branch
Ending
Balance
Contract
Period
Interest
Rate
Credit Line Collateral Note
Credit
loan







26,063
$ 22,260
1,261
27,159
4,469
9,808
7,605
14,087
27,211
139,923
$
1 year







Note







USD
10,000
USD
6,000
NTD
200,000
NTD
200,000
NTD
300,000
NTD
300,000
NTD
250,000
NTD
150,000
NTD
200,000
None







Note1: Interest is calculated based on floating rates, and the interest rate was ranged from 0.53% to 1.22%. for the year. Note2: Promissary notes of $2,242,485 have been issued

~77~

OPTO TECH CORPORATION STATEMENT OF TRADE PAYABLES DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Client Name
Company A
Company B
Company C
Company D
Others
Related parties-
Nichia Taiwan Corp.
Nichia Corp.
Giga Epitaxy Technology Corp.
Shin-Etsu Opto Electronic Co., Ltd.
CS Bright Corp.
Description Amount
Note
97,156
$ 62,007
38,018
34,236
396,099

None of balances of
each remaining
items is greater than
5% of this account
627,516
$ 10,474
$ 10,473

2,796
8,139

10,760
9,277
4,096
15
56,030
$
JPY 353,552 thousand
USD 2,201 thousand
USD 1,349 thousand
JPY 38,113 thousand
USD 99 thousand
JPY 29,616 thousand
USD 382 thousand
USD 1 thousand

~78~

OPTO TECH CORPORATION STATEMENT OF OTHER PAYABLES DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Item Description Amount

Refer to Note 6(12) for more details on ‘other payables’.

~79~

OPTO TECH CORPORATION STATEMENT OF OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Item Volume Amount Note
LED
Silicon sensor
System product
Others
Total
Less: Sales returns
Sales discounts and
allowances
Operating revenue, net
15,994,844,691 EA
60 IN2
981 PCS
25,646,543,518 EA
1,790 PCS
1,516,599
$ 25
2,616
3,020,343
2,352
846,126
16,505
5,404,566
3,542)
(
63,154)
(
5,337,870
$

~80~

OPTO TECH CORPORATION STATEMENT OF OPERATING COSTS FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Item
Description
Beginning materials
Add: Materials purchased
Less: Ending materials
Transfers to expenses and property,
plant and equipment
Materials scrapped
Cost to sell materials
Cost of consumption materials
Direct labor
Manufacturing expense
Manufacturing cost
Add:Beginning work in progress
Transfers from expenses
Less:Ending work in progress
Work in progress scrapped
Cost of finished goods
Add:Beginning finished goods
Finished goods purchased
Transfers from expenses
Less:Ending finished goods
Finished goods scrapped
Cost of finished goods
Add: Cost to sell materials
Inventories scrapped
Less: Revenue from sale of scraps
Total operating cost
Amount Note
736,174
$ 2,259,409
592,694)
(
1,112,099)
(
187,171)
(
168,808)
(
934,811
430,754
2,020,020
3,385,585
369,611
9,840
256,613)
(
41,301)
(
3,467,122
337,998
36,073
35,760
357,462)
(
30,080)
(
3,489,411
168,808
107,285
252)
(
3,765,252
$

~81~

OPTO TECH CORPORATION STATEMENT OF MANUFACTURING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

==> picture [474 x 15] intentionally omitted <==

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

Item Description Amount Note
----- End of picture text -----

Indirect materials
Depreciation
Utilities expense
Indirect labour
Repairs and maintenance expense
Other expenses
868,074
$ 382,409
165,759
169,811
118,175
315,792
None of balances of
each remaining items is
greater than 5% of this account
2,020,020
$

~82~

OPTO TECH CORPORATION STATEMENT OF SELLING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

==> picture [507 x 15] intentionally omitted <==

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

Item Description Amount Note
----- End of picture text -----

Wages and salaries
Import/export (customs)
Commissions expense
Advertising costs
Product warranty expense
Other expenses
36,027
$ 19,373

17,164

11,958
8,709

19,444
None of balances of
each remaining items is
greater than 5% of this
112,675
$

~83~

OPTO TECH CORPORATION STATEMENT OF ADMINISTRATIVE EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Item Description Amount Note
Wages and salaries $ 292,346
Depreciations 35,912
Labor expense 27,335
None of balances of
each remaining items is
Other expenses 86,001
greater than 5% of this
$ 441,594

~84~

OPTO TECH CORPORATION STATEMENT OF DEVELOPMENT EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Item
Wages and salaries
Experimental expense
Depreciation
Other expenses
Description
Amount
Note
175,391
$ 70,748
20,119
59,779
None of balances of
each remaining items is
greater than 5% of this
326,037
$

~85~

OPTO TECH CORPORATION

SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION AND AMORTIZATION EXPENSES BY FUNCTION FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Employee Benefit
Expense(Note)
Wages and salaries
Retirement
benefitsExpense
Labour and health
insurance fees
Pension costs
Directors' remuneration
Other personnel
Depreciation Expense
Amortisation Expense
Year ended December 31,2020 Year ended December 31,2020 Year ended December 31,2020 Year ended December 31,2020 Year ended December 31,2020 Year ended December 31,2020 Year ended December 31,2019 Year ended December 31,2019 Year ended December 31,2019 Year ended December 31,2019 Year ended December 31,2019 Year ended December 31,2019
Classified as Operating
Costs
Classified as
OperatingExpenses
Total Classified as Operating
Costs
Classified as
OperatingExpenses
Total








$ 600,565
18,629
53,076
24,660
-
12,948
$709,878
$382,409
$4,367








$ 418,968
25,924
29,832
18,035
40,492
14,056
$547,307
$56,673
$10,180








$ 1,019,533
44,553
82,908
42,695
40,492
27,004
$1,257,185
$439,082
$14,547








$ 552,807
-
54,570
25,600
-
13,186
$646,163
$381,327
$3,972








$ 404,003
-
29,293
18,568
38,409
10,026
$500,299
$71,962
$7,788








$ 956,810
-
83,863
44,168
38,409
23,212
$1,146,462
$453,289
$11,760

~86~

OPTO TECH CORPORATION

SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION AND AMORTIZATION EXPENSES BY FUNCTION (Cont.) FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Note:

  • A. As at December 31, 2020 and 2019, the Company had 1,249 and 1,344 employees, including 7 and 8 non-employee directors.

  • B. A company whose stock is listed for trading on the stock exchange or over-the-counter securities exchange shall additionally disclose the following information

  • (a) Average employee benefit expense in current year was $979 ((Total employee benefit expense in current year – Total directors’

  • compensation in current year)/(Number of employees in current year–Number of non-employee directors in current year)).

  • Average employee benefit expense in previous year was $829 ((Total employee benefit expense in previous year–Total directors’ compensation in previous year)/ (Number of employees in previous year – Number of non-employee directors in previous year)).

  • (b) Average employee salaries in current year were $821 (Total employee salaries in current year /

  • (Number of employees in current year–Number of non-employee directors in current year)).

  • Average employee salaries in previous year was $716 (Total employee salaries in previous year / (Number of employees in previous year– Number of non-employee directors in previous year)).

  • (c) Adjustments of average employee salaries was14.66% ((Average employee salaries in current year-

  • Average employee salaries in previous year)/ Average employee salaries in previous year).

  • (d) There was no remuneration for supervisors in this year and last year. (The Company has an Audit Committee, thus there was no remuneration for supervisors.)

  • (e) Aforementioned salary expenses in 2020 excluded the severance pay incurred in the current year.

  • (f) The Company’s remuneration policies:

  • ① The Company’s total directors’ remuneration is distributed based on the Company’s Articles of Incorporation, which was resolved by the Board of

  • Directors and reported to shareholders.

~87~

OPTO TECH CORPORATION

SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION AND AMORTIZATION EXPENSES BY FUNCTION (Cont.) FOR THE YEAR ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

  • ② The Company’s directors’ renumeration is determined based on “Self-Evaluation or Peer Evaluation of the Board of Directors”. The performance of individual directors will be assessed annually, and the individual assessment result and the participation frequency in and contribution to the Company’s operation of individual directors will be adopted to be a reference of determining directors’ personal remuneration. Directors’ remuneration will be reviewed by the remuneration committee and reported to the Board of Directors for further review.

  • ③ Managers’ remuneration is determined based on “Self-Evaluation or Peer Evaluation of Manager”. The Company took into consideration managers’ operating performance, extent of contribution and job responsibilities as well as the Company’s operating condition, market pay rate in order to grant a reasonable remuneration to managers. Managers’ remuneration will be implemented after the review of the remuneration committee and approval of the Board of Directors.

  • ④ Employees’ remuneration includes base salary, bonus, employees’ compensation and benefit. Base pay is determined based on personal job responsibility taking into consideration the “average monthly personal consumption expenditure/household disposable income” summarized by the Directorate-General of Budget, Accounting and Statistics, Executive Yuan and the pay level within the domestic industry. Bonus and employees’ compensation are distributed based on employees’ performance and contribution to the Company. Under the Company's Articles of Incorporation, the current year's earnings, if profit, appropriate over 10%~15% for employee’s compensation and under 5% for remuneration to directors. In conclusion, the Company’s remuneration policies and related policy-making process for directors’, managers’ and employees’ remuneration have been taken into consideration the Company’s future operating risk and positive correlation with operating performance.

~88~

Opto Tech Corporation and subsidiaries

Loans to others

Year ended December 31, 2020

Table 1

Expressed in thousands of TWD

No.
(Note 1)
Creditor Borrower General
ledger
account
Is a
related
party
Maximum
outstanding
balance during
the year ended
December 31,
2020
Balance at
December 31,
2020
Actual amount
drawn down
Interest
rate
Nature of
loan
(Note 2)
Amount of
transactions
with the
borrower
Reason
for short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit on loans
granted to
a single party
(Note 3)
Ceiling on
total loans
granted
(Note 4)
Remark
Item Value
1 CS Bright
Corp.
Opto Plus
Technology
Co., Ltd.
Other
receivables
Yes 64,448
$
-
$
-
$
- 1 165,954
$
None - None - 165,954
$
31,116
$
Note5

Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:

  • (1)The Company is “0”.

  • (2)The subsidiaries are numbered in order starting from “1”.

Note 2: Relationship with the borrower is classified into the following categories:

  • (1)The borrower having business relationship is numbered as “1”.

  • (2) The borrower having the needs of short-term financing is numbered as “2”.

  • Note 3: Limit on loans granted to a single party, which has the needs of short-term financing with the Company should not exceed 10% of the Company’s latest net asset value. Besides, limit on loans granted to a single party, which has business relationship with the subsidiaries should not exceed total amount that the two sides trade in the recent six-month period.

Note 4: Total amount of loans of the Company should not exceed 40% of the net value of the Company’s latest net asset value, and total amount of loans of the subsidiaries should not exceed 20% of the net values of the subsidiaries’ latest net asset values.

Note 5: On December 31, 2020, CS Bright Corporation (CSB) began the liquidation process and ended the capital loans to Opto Plus Technology Co., Ltd. (Opto Plus) in December 2020.

Expressed in thousands of TWD

Opto Tech Corporation and subsidiaries

Provision of endorsements and guarantees to others

Year ended December 31, 2020

Table 2

Number
(Note 1)
Endorser/
guarantor
Party being
endorsed/guaranteed
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum
outstanding
endorsement/
guarantee
amount as of
December 31,
2020
Outstanding
endorsement/
guarantee
amount at
December 31,2020
Actual
amount
drawn
down
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee amount
to net asset value
of the endorser/
guarantor company
Ceiling on
total amount of
endorsements/
guarantees
provided
(Note 3)
Provision of
endorsements/
guarantees
by parent
company to
subsidiary
Provision of
endorsements/
guarantees
by subsidiary
to parent
company
Provision of
endorsements/
guarantees
to the party
in Mainland
China
Remark
Company
name
Relationship
with the
endorser/
guarantor
(Note 2)
0
0
Opto
Tech
Corp.
Opto
Tech
Corp.
CS Bright
Corp.
Opto Plus
Technology
Co., Ltd.
3
3
1,537,938
$ 1,537,938
30,000
$ 130,656
-
$ 98,613
-
$ 91,466
-
$ -
-
1.28%
3,844,845
$ 3,844,845
Y
Y
N
N
N
Y
Note4
-

Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:

  • (1)The Company is “0”.

  • (2)The subsidiaries are numbered in order starting from “1”.

Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:

  • (1) Having business relationship.

  • (2)The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.

  • (4) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed company.

  • (5) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.

  • (6) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.

  • Note 3: Under the Company’s “Procedures for Provision of Endorsements and Guarantees”, the Company’s total guarantees and endorsements to others should not exceed 50% of the Company’s net asset value, and total guarantees and endorsements provided for a single party should not exceed 20% of the Company’s net asset value. The calculation is shown below:

  • (1) $7,689,689 thousand dollars × 20% $1,537,938 thousand dollars.

  • (2) $7,689,689 thousand dollars × 50% $3,844,845 thousand dollars.

Note 4: The Company terminated to provide endorsement/guarantee to CS Bright Corporation (CSB) in September 2020.

Opto Tech Corporation and subsidiaries

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

December 31, 2020

Table 3

Expressed in thousands of TWD

Securitiesheld by Type of
marketable
securities
Name of marketable
securities
Relationship with the
securitiesissuer
General ledgeraccount As of December31,2019 As of December31,2019 Remark
Numberofshares Bookvalue Ownership (%) Fairvalue
Opto Tech Corp.






Ho Chung Investment Co., Ltd.
Opto Tech Corp.



Stock







Fund



AXT, Inc.
Nichia Corp.
Viking Tech Corporation.
Lu Zhu Development
Co., Ltd.
Giga Epitaxy
Technology Corp.
Shin-Etsu Opto
Electronic Co., Ltd.
Top Increasing
Technology Co., Ltd.
Opto Tech Corp.
Franklin Templeton Sinoam
Money Market fund
Taishin 1699 Money Market
fund
FSITC Taiwan Money Market
fund
Jih Sun Money Market fund
TCB Taiwan Money Market
fund
None.
This company is the parent
company of Nichia Taiwan Corp.
None.
None.
The Company is the director of this
company.
None.
None.
Parent company
None.
None.
None.
None.
None.
Financial assets at fair value
through profit or loss
Financial assets at fair value
through other comprehensive
income

Financial assets at fair value
through profit or loss
Financial assets at fair value
through other comprehensive
income

Financial assets at fair value
through profit or loss
Financial assets at fair value
through profit or loss




124,100
10,000
2,873,994
13,808,725
4,950,491
2,000,000
10,000,000
754,543
9,247,290
2,280,623
4,022,602
5,391,133
4,885,150
-
$ 585,253
85,789
106,990
16,391
96,565
-
20,750
96,435
31,121
62,083
80,597
50,012
-
0.45
2.45
6.38
15.00
10.00
16.67
0.20
None
None
None
None
None
-
$ 585,253
85,789
106,990
16,391
96,565
-
20,750
96,435
31,121
62,083
80,597
50,012
Note
None
None
None
None
None
None
None
None
None
None
None
None

Note : The 124,000 shares of AXT, Inc. which are owned by the Company, are preferred stocks.

Opto Tech Corporation and subsidiaries

Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more

Year ended December 31, 2020

Table 4

Expressed in thousands of NTD

Differences in transaction terms

Differences in transaction terms Differences in transaction terms
Purchaser/seller Counterparty Relationship with the
counterparty
Transaction transactions
compared to third party
Notes/accounts receivable(payable) Remark
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total notes/accounts
receivable(payable)
Opto Tech Corp.
Opto Plus Technology
Co.,Ltd. (Opto Plus)
Nichia Corp.
CS Bright
Corporation (CSB)
This company's subsidiary
is the director of the
Company.
Both were the Company’s
indirectly held investees.
sales
sales
204,971)
($ 165,954)
(
(3.79%)
(69.80%)
45days
90days
The unit prices
are the same with
third parties.
-
-
13,791
$ -
0.83%
-
none
none

Table 5

Opto Tech Corporation and subsidiaries

Significant inter-company transactions during the reporting period

Year ended December 31, 2020

Expressed in thousands of TWD

Number Companyname Counterparty Relationship Transaction
General ledger account Amount Transaction terms Percentage of consolidated total operating
revenues or total assets
0
2
Opto Tech Corp.
Opto Plus Technology Co.,Ltd. (Opto
Plus)
Opto Plus Technology Co.,
Ltd. (Opto Plus)
CS Bright Corporation (CSB)
1
3
Sales
Sales
10,293
$ 165,954
Note 4
Note 4
0.18%
2.98%

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

(1)Parent company is “0”.

(2)The subsidiaries are numbered in order starting from “1”.

Note 2: Relationship between transaction company and counterparty is classified into the following six categories:

(1)Parent company to subsidiary.

(2)Subsidiary to parent company.

(3)Subsidiary to subsidiary.

Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

Note 4: The unit sales prices are equivalent to third parties. The credit term was 30~85 days for the related parties.

Note 5: The disclosure standard requires above $10,000 thousand for the transaction amount. Only assets and revenue are disclosed, related transactions are not disclosed.

Opto Tech Corporation and subsidiaries

Information on investees

Table 6

Expressed in thousands of TWD

Year ended December 31, 2020

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held a s at December 31,2020 s at December 31,2020 Net income
(loss) of the
investee
1,619
$ 406)
(
3,426)
(
3,739)
(
47)
(
36)
(
375)
(
18,081
3,123
598)
(
3,170
Investment
income (loss)
recognized by
investor
Remark
Balance
as of December
31,2020
Balance
as of December
31,2019
Number of shares Ownership
(%)
Book value
Opto Tech Corp.
Opto Tech Corp.
Opto Tech Corp.
Opto Tech Corp.
Opto Tech Corp.
Opto Tech Corp.
Ho Chung Investment
Co., Ltd.
CS Bright Corporation
Bright Investment
International Ltd.
Opto Technology
International Group
Co., Ltd.
Opto Technology
International Group
Co., Ltd.
Opto Technology
International Group
Co., Ltd.
Ho Chung Investment
Co., Ltd.
Opto Tech (Macao)
Co., Ltd.
CS Bright Corporation
Everyung Investment Ltd.
Dongzhen Asset Co.,
Ltd.
VML TECHNOLOGIES
B.V.
Bright Investment
International Ltd.
Everyung
Investment Ltd.
Opto Tech
(Cayman) Co., Ltd.
Everyung
Investment Ltd.
Cayman
Islands
Taiwan
Macao
Taiwan
Samoa
Taiwan
Netherlands
B.V. I.
Samoa
Cayman
Islands
Samoa
Holding
Investment business
International trading
Manufacture and Sales of
Displays, SMD Lamps and
other LED related products
Investment business
Investment business
Manufacture and Design
of system products
Investment business
Investment business
Holding
Investment business
-
$ 258,348
-
50,170
42,343
29,800
37,436
171,332
168,421
-
-
443,110
$ 258,348
4,096
50,170
-
-
37,436
171,332
168,421
294,360
148,910
-
1,298,800
-
4,993,562
5,000,000
2,980,000
6,000
5,100,000
5,000,000
-
-
-
100.00
-
99.87
50.00
100.00
25.00
100.00
50.00
-
-
-
$ 22,988
-
151,899
42,248
29,764
5,394
42,785
42,345
-
-
1,619
$ 915
3,426)
(
3,744)
(
6,246
36)
(
1,498)
(
3,095
6,246
598)
(
6,246
Subsidiary of the
Company, Note 1
Subsidiary of the
Company
Subsidiary of the
Company、Note 2
Subsidiary of the
Company、Note4
Subsidiary of the
Company
Subsidiary of the
Company
Investment accounted
for using equity
method
Indirect subsidiary
Indirect subsidiary
Indirect subsidiary
、Note 3
Indirect subsidiary
、Note 1

Note 1: Opto Technology International Group Co., Ltd. has completed the liquidation process on October 26, 2020. Note 2: Opto Tech (Macao) Co., Ltd. has completed the liquidation process on September 29, 2020. Note 3: Opto Tech (Cayman) Co.,Ltd. has completed the liquidation process on September 16, 2020.

Note 4:The Board of Directors of the Company resolved to process liquidation through the company on September 10, 2020, the liquidation was still in process.

Opto Tech Corporation and subsidiaries

Information on investments in Mainland China

Year ended December 31, 2020

Table 7
Investee in Mainland
China
Main business
activities
Paid-in capital Investment
method
(Note 1)
Accumulated
amount of
remittance to
Mainland China
as of January 1,
2020
Amount
remitted
to Mainland
China
during the
period
Amount
remitted
back to
Taiwan
during the
period
Accumulated
amount
of remittance to
Mainland China
as of December
31, 2020
Net income of
investee for the
year ended
December 31,
2020
Ownership
held by
the
Company
(direct or
indirect)
Investment income
(loss) recognised
by the Company
for the year ended
December 31, 2020
(Note 2)
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2020
Remark
Book value of
investments in
Mainland China
as of December
31, 2020
Expressed in thousands of TWD
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2020
Remark
Book value of
investments in
Mainland China
as of December
31, 2020
Expressed in thousands of TWD
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2020
Remark
Book value of
investments in
Mainland China
as of December
31, 2020
Expressed in thousands of TWD
Opto Tech
(Suzhou) Co.,
Ltd.
Opto Plus
Technology
Co., Ltd.
Research, Design and
Manufacture of LED
Display, Wireless
Communication
Equipment and
related parts
Manufacture and
Sales of LED and
Electronic products
-
$ 317,341
(2)
(2)
-
$ 317,341
-
$ -
-
$ -
-
$ 317,341
-
$ 6,246
-
99.94%
-
$ 6,242
-
$ 84,691
-
$ -
-
-

Note 1: The investment methods are classified into three categories as follows:

  • (1) Directly investing in the investee company in Mainland China.

  • (2) Through investing in an existing company in the third area, which then invested in the investee company in Mainland China. (Opto Tech (Cayman) Co., Ltd. invests Opto Tech (Suzhou) Co., Ltd. and Everyung Investment Ltd. invests Opto plus Technology Co., Ltd.)

  • (3) Others.

  • Note 2: The investment income or loss was recognised by indirect weighted ownership based on the financial statements of these investees which were audited by the independent auditors of the parent company for the corresponding periods.

  • Note 3: The Group’s subsidiary, Opto Technology International Group Co., Ltd. (OTIG) indirectly held Opto Tech (Suzhou) Co., Ltd. (Opto Tech Suzhou) through Opto Tech (Cayman) Co., Ltd. (Opto (Cayman)).

Opto Tech Suzhou has completed the liquidation on December 31, 2019. Opto (Cayman) has completed the liquidation on September 16, 2020, and OTIG has completed the liquidation on October 26, 2020.

The residual properties had been remitted back to Taiwan, which had been submitted an application for retiring facility and had been approved by the Ministry of Economic Affairs (MOEA) and MOEA on December 1, 2020. Investments in Mainland China for the year ended December 31, 2020:

Name of company Accumulated amount
of remittance from
Taiwan to Mainland
China
as of December 31,
2020
Investment
amount approved
by the
Investment
Commission of
the Ministry of
Economic
Affairs(MOEA)
Ceiling on
investments
in Mainland
China
imposed by
the
Investment
Commission
of MOEA
Opto Tech Corp. $ 317,341 $ 317,849 $ 4,613,813

Table 8

Opto Tech Corporation and subsidiaries

Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas

Year ended December 31, 2020

Expressed in thousands of TWD

Provision of

Provision of Provision of
Investee in
Mainland
China
Sale(purchase) Propertytransaction Accounts receivable
(payable)
endorsements/guarantees
or collaterals
Financing Others
Amount % Amount % Balance at
December 31,
2020
% Balance at
December 31,
2020
Purpose Maximum balance during
the year ended December
31,2020
Balance at
December31,2020
Interest rate Interest during the
year ended December
31,2020
Opto Plus
Technology
Co., Ltd.
Opto Plus
Technology
Co., Ltd.
$ 18,153
( 165,954)
0.32
(7.45)
$ -
-
-
-
$ 4,129
-
0.25
-
$ 98,613
-
Guarantee of
bank line of
credit
-
-
$ 64,448
-
$ -
-
-
-
$ -
None
None

Opto Tech Corporation and subsidiaries

Major shareholders information

December 31, 2020

Table 9

Name of major shareholders Shares Shares
Name of shares held Ownership (%)
Nichia Taiwan Corp. 26,448,822 6.98%

Description: If company applies to Taiwan Depository & Clearing Corporation for the information of the table, the followings can be explained in the notes of the table.

  • (a) The major shareholders information was from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialised form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation.

The share capital which was recorded in the financial statements is different from the actual number of shares issued in dematerialised form because of the different calculation basis or the differences.

  • (b) If the aforementioned data contains shares which were kept at the trust by the shareholders, the data was disclosed as separate account of client which was set by the trustee.

  • As for the shareholder who reports share equity as an insider whose shareholding ratio greater than 10% in accordance with Securities and Exchange Act, the shareholding ratio including the self-owned shares and trusted shares, at the same time, persons who have power to decide how to allocate the trust assets. For the information of reported share equity of insider, please refer to Market Observation Post System.