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TSRC Annual Report 2019

Jul 1, 2020

51969_rns_2020-07-01_533395c7-a21e-4524-af3f-4d465bea6af0.pdf

Annual Report

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Spokesman:Edward Wang Job title: Vice President TEL:02-37016000 E-mail:[email protected]

Deputy Spokesman:Thomas Lin Job title: Sr. Asst.Vice President TEL:02-37016000 E-mail:[email protected]

Head office:

No.2, Singgong Rd., Dashe Dist., Kaohsiung City, Taiwan R.O.C. Tel: 07-351 3811 http://www.tsrc.com.tw Taipei office 18F., 95, Sec. 2, Dunhua S. Rd., Taipei City, Taiwan R.O.C. Tel: 02-3701 6000 Fax: 02-3701 6868 Kaohsiung Factory: No.2, Singgong Rd., Dashe Dist., Kaohsiung City, Taiwan R.O.C. Tel: 07-351 3811 Fax: 07-351 4705 Gangshan Factory: No.39, Bengong 1st Rd., Gangshan Dist., Kaohsiung City, Taiwan R.O.C. Tel: 07-623 3005 Fax: 07-622 5481

Stock Agent:SinoPac Securities Co. Ltd. Stock division Head office:3F., No.17, Bo-ai Rd., Jhongjheng District, Taipei City 100, Taiwan R.O.C. TEL:02-23816288 http://www.sinotrade.com.tw

Financial Statement Auditing CPAs: Name of CPA: Po Shu Huang and Ming Hung Huang Office:KPMG Head office:68F., No.7, Sec. 5, Sinyi Rd., Sinyi District, Taipei City 110, Taiwan R.O.C. (TAIPEI 101) TEL:02-81016666 http://www.kpmg.com.tw

The name of any exchanges where the Company's securities are traded offshore, and the method by which to access information on said offshore securities: No

1

Table of Contents

Page
Letter to the Shareholders 4
Company profile 6
I. Date of incorporation 7
II. Company history 7
Corporate governance report 8
I. Company's organization 9
II. Information on Board of Directors and Presidents 10
III. The remuneration of directors and major managers 16
IV. Status of corporate governance implementation 21
V. Information on CPA professional fee 37
VI. Information on replacement of CPA 37
VII. Chairman, president, or managers in charge of the Company's finance or accounting matters in the most 37
recent year held a position at the accounting firm of a CPA or any of its affiliated companies
VIII. Information on equity for directors, managers and shareholders holding more than 10% of outstanding 38
shares equity transfer and equity pledge movements
IX. Relationship data among the top 10 shareholders with the highest shareholding ratio 39
X. The total number of shares and total equity stake held in any single enterprise by the Company, its directors, 39
managers and any companies controlled either directly or indirectly by the Company
Information on capital raising activities Information on capital raising activities 40
I. Capital and shares 41
II. Corporate Bonds Status 45
III. Preferred stocks Status 45
IV. Global depository receipts Status 45
V. Employee stock warrants Status 45
VI. New restricted employee shares Status 45
VII. Status of issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of 45
other companies
VIII. Implementation of capital allocation plans 45

2

Table of Contents

Page
Overview of business operations 46
I. Description of business 47
II. Analysis of the market as well as the production and marketing situation 51
III. Employees information 54
IV. Disbursements of environmental protection 54
V. Labor relations 55
VI. Material contracts 56
Overview of financial status 58
I. Condensed balance sheet and statement of comprehensive income for the recent five fiscal years 59
II. Financial analysis for the recent five fiscal years 63
III. Audit committee's report 66
IV. Consolidated financial statements and independent auditors' report for the most recent fiscal year 67
V. Parent company-only financial statements and independent auditors' report for the most recent fiscal year 67
VI. The impact of financial difficulties in the Company and its affiliates on the Company's financial situation 67
Review and analysis of the Company's financial position and financial perfor- 68
mance, and risk management
I. Financial position 69
II. Financial performance 69
III. Cash flow analysis 70
IV. Effect upon financial operations of any major capital expenditure during the most recent fiscal year 71
V. The Company's reinvestment policy for the most recent fiscal year, the main reasons for profit/loss generated 71
thereby, the plan for improving re-investment profitability, and investment plans for the coming year
VI. Analysis and assessment of risk management 71
VII. Other important matters 73
Special items to be included 74
I. Information related to the Company's affiliates 75
II. State of the Company's conducting private placements of securities 83
III. Holding or disposal of the Company's shares by the Company's subsidiaries 83
IV. Other matters that require additional description 83
Other disclosures 84
Any circumstances referred to in Paragraph 3(2) of Article 36 of the Securities 85
and Exchange Act which might materially affect shareholders' equity or the price
of the Company's securities

3

Letter to the Shareholders

Letter to the Shareholders

4

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Letter to the Shareholders

2019 was a challenging year for most businesses. Global economic growth slowed due to the disruptions from trade disputes and geopolitical conflicts, as well as the uncertainties in outlook and negative impact to business/consumer confidence. TSRC’s business was not immune to these negative factors and experienced a decline in overall financial performance compared to prior year. Amidst the economic and market headwinds, TSRC’s synthetic rubber business managed to leverage on the opportunities with increased price gap between natural rubber (NR) and BD to grow volume and also increase sales to higher margin nontire applications. TPE business had a difficult time against pricing pressure and economic headwinds, resulting in declined performance versus 2018.

In total, the shipment of synthetic rubber and TPE products was 488 thousand metric tons in 2019, an increase of 8% versus prior year. Consolidated revenue was NTD 28,911 million, a decrease of 3% compared to NTD 29,751 million in the prior year. Consolidated gross profit was down 3% to NTD 3,377 million and margin was 12%. Consolidated operating profit was NTD 1,085 million, a reduction of 17% compared to the prior year. As a result, net income was NTD 740 million while EPS was NTD 0.90, representing a 38% decline from 2018.

In building our capabilities to become a global specialty chemical company, we successfully completed the construction of the new twenty-thousand-metric-tons-per-year advanced SEBS line in Nantong, China and the new seven-thousand-metrictons-per-year advanced shoe materials (ASM) plant in Vietnam in 2019 with planned commercial production in 2020. In addition, TSRC Global Application Research Center was inaugurated in Shanghai with the objective of utilizing TSRC’s high-quality polymers and technology to accelerate collaboration with customers in elastomer/ polymer compounds and their downstream applications, such as medical and specialty films. These new assets, along with innovative technologies and new market development, strength TSRC’s position in specialty chemicals and applications.

In terms of technology innovation, key research milestones include successful adoption of functional modification in next generation synthetic rubber products, development of new generation HSBC technologies in novel applications such as medical, specialty film, foaming and automotive component, and the implementation of new process technologies in upgrading existing and new manufacturing assets. In 2019, TSRC was granted 11 patents.

For the year of 2020, global economic growth continues to be weakened, especially with the COVID-19 outbreak. The outbreak directly impacted China’s economy and also caused a broad-based impact globally due to China’s position in the global supply chain and international trade. TSRC’s operation will inevitably be affected in the first-half of 2020, but we expect to recover in the second-half of 2020 assuming that the epidemic stabilizes. TSRC’s priority, during this difficult period, is to ensure the safety of our employees and to support our key customers to stabilize and sustain their businesses. We will also continue our long-term development projects for new products and technology solutions. TSRC will endeavor to achieve the previously set target of 4% increase in sales volume in 2020 and remain vigilant to respond to volatile market changes and long-term growth opportunities.

Despite the increasingly challenging external environment, TSRC is dedicated to strengthening our business portfolio and growth in high value market segments and applications. TSRC will focus to achieve short term and lasting benefits through enhanced technology and capabilities, and continue the momentum towards our vision of being a global specialty chemical company.

Chairman: Nita Ing

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Company profile

Company profile

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6

I. Date of incorporation

July 27, 1973

II. Company history

I. Date of incorporation II. Company history

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2010's Globalization

  • Signed an SBS technology licensing contract with a Russian Company, which was the first technology outlicensing by TSRC.

  • Established a joint venture E-SBR plant with an annual output of 120 thousand metric tons in India and a joint venture NBR plant in Nantong, Jiangsu, China.

  • Acquired Dexco in the U.S.

  • Established a SIS plant with an annual output of 25 thousand metric tons in Nantong, Jiangsu, China.

  • Expanded the production line for Advanced Shoe Materials in Gangshan.

  • Upgraded the Technology Center and Semi-commercial Plant in Kaohsiung, Taiwan.

2000's Expansion of Production Lines

  • Successfully developed the second generation SEBS technology.

  • Established Compound plants in Songjian, Shanghai and Jinan, Shandong, respectively.

  • Established an SEBS plants with an annual output of 20 thousand metric tons and formed a joint venture-BR plant with an annual output of 50 thousand metric tons respectively in Nantong, Jiangsu, China.

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  • Raised stake in Indian joint venture (Indian Synthetic Rubber Private Ltd.) to 50%

  • Completed construction of new SEBS line in Nantong, China.

  • Incorporated Vietnam subsidiary. Completed construction of ASM plant in Vietnam.

  • Established TSRC Global Application Research Center in Shanghai, China.

1990's Rapid Regional Expansion

  • Established its second SBS production line in Kaohsiung.

  • Established Shen Hua Chemical Industrial in Nantong, Jiangsu, China and established an E-SBR plant with an annual output of 100 thousand metric tons. This Company is the first joint venture and overseas Company of TSRC.

1980's Early Growing Stage

  • Established a BR plant with an annual output of 40 thousand metric tons.

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  • Participated in a joint venture project of BR with an annual output of 50 thousand metric tons in Thailand.

  • Successfully developed the first generation of SEBS technology.

  • Relocated the Philips SBS Plant from Texas, USA to Kaohsiung.

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1970's Beginning

  • Taiwan Synthetic Rubber Corp. (TSRC) was established in 1973.

  • Established an E-SBR plant with an annual output of 100 thousand metric tons (the first E-SBR plant in Taiwan).

7

Corporate governance report

Corporate governance report

8

  • I. Company's organization

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Company's organization
Shareholders Meeting
Compensation Committee
Board of Directors
Chairman
Audit Committee
Secretariat Division of Board Directors Internal Auditing Office
CEO
Safety, Health &Environment Section
yS H
Division Division Division Op Division Res Fin u Leg Cor
erations
Department
nthetic Rubber ance Division
al Department
Advanced Materials earch & Development man Resources & porate Development
Management Department
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I. Company's organization

Tasks of principal divisions/departments/business

Secretariat Division of Board Directors Internal Auditing Office

Safety, Health & Environment Section Synthetic Rubber Division

Advanced Materials Division Operations Division

Research & Development Division Finance Division

Human Resources & Management Department Legal Department

Corporate Development Department

Planning and implementing matters of the Board of Directors for the smooth operation of the Board.

Planning and performing internal audit to ensure the effective operation of the internal system as well as establishing corporate risk evaluation and risk management mechanisms.

Stipulating, planning, supervising and promoting the safety and health management matters and directing related departments in implementation.

Responsible for planning and executing the synthetic rubber business development project, selling synthetic rubber products, analyzing overall performance, and responsible for operation result.

Responsible for planning and executing the development project for advanced material business, selling thermoplastic elastomer (TPE) and applied materials, analyzing overall performance, and responsible for operation result.

Responsible for managing the production of plants, supervising the system operation of the supply chains, dedicating to maintaining the operational safety of plants, improving quality, maximizing production efficiency, and improving the competitiveness of products.

Developing own or introducing advanced technologies externally in cope with the long-term strategy of TSRC, which allows the product quality of TSRC and technology to reach international level, improves the overall competitiveness, and increases revenues to ensure the sustainability of TSRC.

Responsible for the stipulation of financial policy and accounting system, planning and managing funds, accounts, taxes, equities and financial of re-investing businesses, as well as assisting in the customer credit risk management of all business units. Meanwhile, also responsible for the overall planning of the information service system of TSRC in order to improve the efficiency of operational management and decision-making.

Planning and establishing human resources policy, drafting plans and budget for employee selection, recruitment, cultivation, retainment, and employee relations, as well as shaping organizational culture and promoting organizational management in order to fulfill the goal of the organization and operate effectively.

Responsible for legal management and providing legal support to TSRC to ensure the interests of TSRC are not harmed.

Stipulating the medium to long-term development strategy, integrating and allocating resources, supervising execution process of all projects, handling the promotion of corporate social responsibility and public relations.

9

II. Information on Board of Directors and Presidents

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II. Information on Board of Directors and Presidents
<1> Information on Board of Directors (1)
Shares cur-
Shares held when Shares currently rently held by
their spouses
Nationali- elected held
Term Date of and children
Job title ty or Place Name Gender Date of of con- first elect- of minor age
of regis- elected
tract ed
tration
Share(s) % Share(s) % Share(s) %
Wei Dah Development
Chairman Republic of China Representative: Nita Co.,Ltd. maleFe- June 21, 2018 3 July 27, 1985 53,708,9230 6.5- 53,708,9230 6.5- 0 -
Ing(Note 1)
Han-De Construction
Director Republic of China Representative: Chin-Co.,Ltd. Male June 21, 2018 3 June 06, 2012 31,093,108762 3.8- 63,093,108762 7.6- 0 -
Shan Chiang(Note 2)
Han-De Construction
Republic 31,093,108 3.8 63,093,108 7.6
Director of China Co.,Ltd. Male June 21, 3 June 21, 0 - 0 - 0 -
Representative: Jing- 2018 2018
Lung Huang
Han-De Construction
Director Republic of China Representative: John T. Co.,Ltd. Male June 21, 2018 3 June 10, 2015 31,093,1080 3.8- 63,093,1080 7.6- 0 -
Yu
Inde-
pendent Republic of China Robert Hung Male June 21, 2018 3 June 06, 2012 0 - 0 - 0 -
Director
Inde-
pendent Republic of China Sean Chao Male June 21, 2018 3 June 21, 2018 0 - 0 - 0 -
Director
Inde-
pendent Republic of China Rex Yang Male June 21, 2018 3 June 21, 2018 0 - 0 - 0 -
Director
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Note1: Description of the changes in Corporate Directors and the representatives of Corporate Director:

  • (1) Hao Ran Foundation resigned the position of director and waive its reassigning rights on November 19, 2019;

  • (2) The representative of the corporate director, Wei Dah Development Co.,Ltd. has been reassigned from Mr Chen Tsai-De to Mrs Nita Ing on November 19, 2019; the representative of the corporate director, Han-De Construction Co., Ltd. has been reassigned from Mr Lee Tzi-Wei to Mr Chaing Chin-Shang on November 19, 2019;

  • (3) The 16[th] Year of President in our company was Ms. Nita Ing, the Representative of Hao Ran Foundation, and we convened the Board meeting for the President reelection on November 19, 2019 that Ms. Nita Ing , the Representative of the corporate director, Wei Dah Development Co.,Ltd., was elected as the President.

  • Note2: The relatives information of the chairman of the board of directors and the general manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship.

Major shareholders of institutional shareholders December 31, 2019

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Institutional shareholders Major institutional shareholders
Han-De Construction Co.,Ltd. Mao Shi Corporation (99.8%)
Wei Dah Development Co.,Ltd. Mao Shi Corporation (99.8%)
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  • Note: The original corporate shareholder, Hao Ran Foundation, reassigned the position of director and waived its reassigning rights on November 19, 2019.

10

December 31, 2019

II. Information on Board of Directors and Presidents

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Other officers, direc-
Shares held tors or supervisors who
through nomi- are their spouses or
Note
nees relatives of 2nd degree
Principal work experience and Position(s) currently held in the Company and/or in any other (Note
of relationship
Academic qualification Company 2)
Rela-
Job
Share(s) % Name tion-
title
ship
Chairman of Hao Ran Foundation
Bachelors' Degree in Depart- Chairman of Continental Holdings Corp.
0 - ment of Economics, University Chairman of Continent Engineering Company No No No No
of California, Los Angeles Director of Continent Development Company
Director of American Bridge Holding Company
Masters' Degree in Depart- Director of Wei Dah Development Corporation, Chairman
0 - ment of Public Administration, of Capital Community Management Corporation, Director No No No No
NCU of Hao Ran Foundation
Managing Director of Pan Asia Corp., Chairman of Han-De
Construction Co., Ltd, Chairman of Wei Dah Development
Corporation, Chairman of Xi Hui Corporation, Director of
0 - [Bachelors' Degree in Depart-] Continent Engineering Company , Supervisor of Continent No No No No
ment of Accounting, NCKU
Development Company, Director of Xin Rong Corporation,
Director of CEC Commercial Development Corporation,
Chairman of Mao Shi Corporation
Graduated from Advanced
Management Class in Man- Chairman of CTCI Corporation, Chairman of Xing Li Devel-
0 - agement Faculty, Harvard opment Company, Director of CTCI Overseas Corporation No No No No
University, Bachelors' Degree Limited, Director of CTCI Education Foundation, Managing
in Department of Electrical Director of CTCI Foundation , Director of TCC
Engineering, NTU
Masters' Degree in Depart-
0 - ment of Economics, Illinois Independent Director of Wistron NeWeb Corporation No No No No
State University, USA
Masters' Degree in Depart-
ment of Business Administra-
0 - tion, University of Chicago, Independent Director of Hann Star Corporation No No No No
Bachelors' Degree in Depart-
ment of Politics and Interna-
tional Relations, NTU
Bachelors' Degree in Depart-
0 - ment of Business Administra- No No No No No
tion, Soochow University
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Major shareholders of major shareholders of institutional shareholders December. 31, 2019 Major shareholders of major shareholders of institutional shareholders December. 31, 2019
Institutional shareholders Major institutional shareholders
Mao Shi Corporation Jade Fortune Enterprises Inc.(100%)

11

II. Information on Board of Directors and Presidents

Conditions
Name
Whether they possess work experience of more than five years and the following professional qualifications Whether they possess work experience of more than five years and the following professional qualifications Whether they possess work experience of more than five years and the following professional qualifications
At least lecturers of business, law,
finance or accounting departments or
other relevant departments/divisions
required by the Company's business
of public and private colleges/univer-
sities
Judges, prosecutors, attorneys, CPAs, or
other professional and technical personnel
possessing licenses after passing national
examinations as required by the Compa-
ny's business
Experience in business,
law, finance and ac-
counting,and other work
required by the Compa-
ny's business
Nita Ing
Chin-Shan Chiang
Jing-Lung Huang
John T. Yu
Robert Hung
Sean Chao
Rex Yang

Please tick“ √ ”in the following blank boxes,if the directors meets the following conditions within two years prior to the appointment and in the duration of the appointment.

  • (1) Who are not employees of the Company or its affiliates;

  • (2) Directors and corporate supervisors not belonging to the Company or its affiliates (However, except for the independent Directors who hold concurrent posts that are not subject to the limits for those companies and its parent companies or subsidiary companies belonged to their parent companies which are established by local regulations.).

  • (3) Who are not directors/supervisors, or the directors'/supervisors' spouses or minor children, or natural person shareholders who possess more than 1% of the Company's total issued shares in the name of another person, or top ten natural person shareholders;

  • (4) Managers who are not listed in (1) or their spouses,second-degree relatives of the listed members in (2) and (3) or direct blood relatives of the third-degree relatives.

  • (5) The directors, supervisors of the legal shareholders or employee who do not directly hold more than 5% of the total issued shares or on top 5 shareholdings or appointing the representatives to be the directors or supervisor of the Company as prescribed of Article 27 (1) or (2) of the Company Law (however, except for the independent Directors who hold concurrent posts that are not subject to the limits for the company and its parent company or subsidiary company belonged to their parent company which are established by local regulations.)

  • (6) More than half of shares that are not belonged to the Board of Directors or voting rights of the company shall controlled by the same person of his/her Directors, Supervisors or Employees in company (however, except for the independent Directors who hold concurrent posts that are not subject to the limits for the company and its parent company or subsidiary company belonged to their parent company which are established by local regulations.)

  • (7) The Directors, Supervisors or Employees of their company or institution who are not the company’s Directors, General Managers or equivalent position that are the same persons or spouses (but the independent Directors who hold concurrent posts that are not subject to the limits for the company and its parent company or subsidiary company belonged to their parent company which are established by local regulations.)

  • (8) Directors, Supervisors, Managers or shareholders who hold more than 5% of shares in particular company or institution which do not have financial or business dealings with the company (however, if the particular company or institution holds more than 20% and below 50% of the total issued shares of the company, and the independent Directors who hold concurrent posts that are not subject to the limits for the company and its parent company or subsidiary company belonged to their parent company which are established by local regulations.)

  • (9) The professionals, sole proprietorships, partnerships, companies or institutions who do not provide audit services or have obtained remuneration grand total amount not exceeded to NT$500,000 in business, legal affairs, finance and accounting, or the business owners, partners, directors , supervisors, handlers and their spouses. However, members of Payroll Committee, Pubic Offer Review Committee or Special Committee on Mergers and Acquisitions are not subject to the limits for performing its functions according to the relevant regulations of the Securities and Exchange Act or Business Mergers and Acquisitions Act.

  • (10) Who are not spouses or relatives within 2nd degree of relationship of the other directors.

  • (11) Who are free from any of the circumstances referred to in Article 30 of the Company Act.

  • (12) Who are not the corporations or representatives defined in Article 27 of the Company Act.

12

December 31, 2019

II. Information on Board of Directors and Presidents

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compliance with the circumstances for independency
number of other public companies
in which he/she assumes an inde-
pendent director concurrently
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12)
√ √ √ √ √ √ √ √ √ 0
√ √ √ √ √ √ √ √ √ 0
√ √ √ √ √ √ √ √ √ 0
√ √ √ √ √ √ √ √ √ √ √ 0
√ √ √ √ √ √ √ √ √ √ √ √ 1
√ √ √ √ √ √ √ √ √ √ √ √ 1
√ √ √ √ √ √ √ √ √ √ √ √ 0
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II. Information on Board of Directors and Presidents

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<2> Information on presidents
Shares currently held by
Shares held through
Shares currently held their spouses and chil- nominees
dren of minor age
Job title Name Nationality Date of elected
Share(s) % Share(s) % Share(s) %
CEO Joseph Chai Singapore November 01, 0 - 0 - 65,000 -
2015
Sr. Vice Presi- Wing-
Advanced Ma-dent Hendrick Keung Canada July 16, 2004 0 - 0 - 0 -
terials Division Lam
Vice President
Operations R. L. Chiu Republic of June 01, 2016 2,046 - 0 - 0 -
Division China
Vice President
Finance Divi- Edward Republic of June 01, 2016 0 - 0 - 0 -
sion Wang China
Vice President
Research & Qiwei Lu USA April 01, 2016 0 - 0 - 0 -
Development
Division
Vice President
Synthetic Rub- Kevin Liu Republic of China June 01, 2016 0 - 0 - 0 -
ber Division
Vice President
Human Re-
sources & Alison Republic of September 01, 0 - 0 - 0 -
Tung China 2017
Management
Department
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Note: Whether the general manager or one in equivalent position is the same person as the chairperson, the spouse of the chairperson, or the first-degree relative of the chairperson.

14

II. Information on Board of Directors and Presidents

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December 31, 2019
Other officers, directors
or supervisors who are
their spouses or rela-
tives of 2nd degree of
Principal work experience and Aca- Position(s) currently held in the Company and/or in any other Company relationship 人 Note
demic qualification
Rela-
Posi-
Name tion-
tion
ship
Lubrizol Corporation Deputy Vice
Directors of Polybus Corporation. Pte Ltd., TSRC (Hong Kong) Limited,
President of Asia Pacific/
Trimurti Holding Corporation., Hardison International Corporation., No No No No
MBA, Case Western Reserve Uni-
Dymas Corporation., Triton International Holdings Corporation.
versity, USA
Chairman of TSRC(Nantong) Industrial Ltd. and TSRC(Shanghai) In-
Financial Officers of Pacific Indus- dustrial Ltd., TSRC(Vietnam)Co., Ltd.; Directors of TSRC (USA) Invest-
trial Co., Ltd., Assistant Vice Pres- ment Corporation., Dexco Polymers Operating Company LLC, Indian
ident of First Pacific Co. Ltd. and Synthetic Rubber Private Ltd., Trimurti Holding Corporation., Hardison No No No No
Shau Kei Wan Industrial School, International Corporation., TSRC (Hong Kong) Limited, Dymas Cor-
Hong Kong poration, Polybus Corporation PteLtd., TSRC(Lux.) Corporation S.à r.l.,
APED Company Ltd.
Kaohsiung factory manager and
Assistant of Manufacturing Divi-
sion, Acting Vice President of Rub-
ber Business Division TSRC. Vice
President & Factory manager of Directors of Shen Hua Chemical Industrial Ltd., TSRC-UBE (Nantong) No No No No
Shen Hua Chemical Industrial Co., Chemical Industrial Co. Ltd.
Ltd. and Chemical Engineer, Chung
Yuan Christian University, Executive
Master of Business Administration,
National Sun Yat-Sen University
Directors of Shen Hua Chemical Industrial Ltd., Polybus Corporation
Pte Ltd., Trimurti Holding Corporation., Triton International Holdings
Corporation, TSRC (Hong Kong) Limited, TSRC (USA) Investment
Chief Financial Officer, HTC / Corporation., Dexco Polymers Operating Company LLC, TSRC(Lux.)
Master of Business, Administration, Corporation S.à r.l., Indian Synthetic Rubber Private Ltd., TSRC(Viet- No No No No
Tunghai University nam)Co., Ltd. APED Company Ltd. ; Supervisors of TSRC(Nantong)
Industrial Ltd., TSRC-UBE (Nantong) Chemical Industrial Company
Ltd., TSRC (Shanghai) Industrial Ltd., ARLANXEO- TSRC(Nantong)
Chemical Industrial Co., Ltd.
Global Strategic Technology Offi-
cer, Lubrizol / Doctor in Material
None No No No No
Science and Engineering, Universi-
ty of Minnesota
Manager, Sales and Marketing,
Department, Asst. Vice President
Chairman of Shen Hua Chemical Industrial Ltd., TSRC-UBE (Nantong)
Rubber Business Unit, TSRC.
Spokesperson and Assistant Vice Chemical Industrial Co. Ltd., Indian Synthetic Rubber Private Limited; No No No No
Director of ARLANXEO- TSRC(Nantong) Chemical Industrial Co., Ltd.,
President, Sales Department, China
Thai Synthetic Rubbers Co., Ltd
Synthetic Rubber Corp., and MSA,
Cambridge College, USA
Microsoft Corp. Client-aligned Di-
rector of HR Greater China Region,
Vice President, Human Resource
(GIGNA Int'l, Taipei, Taiwan), Na- None No No No No
tional Taiwan University-EMBA,
New York University MA, Industrial
& Organizational Psychology
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15

III. The remuneration of directors and major managers

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III. The remuneration of directors and major managers
<1> Directors' remuneration
Directors remuneration
Base compensation Severance pay and Remuneration to Business execution
(A) pensions (B) directors (C)(Note 3) expenses(D)
Job title Name
Compa- Compa- Compa- Compa-
The nies in The nies in The nies in The nies in
Company Financial Company Financial Company Financial Company Financial
Report Report Report Report
Wei Dah Development
Chairman Co.,Ltd.
Representative:Nita Ing
Han-De Construction
Director Co.,Ltd. Representa-
tive:Chin-Shan Chiang
Han-De Construction
Director Co.,Ltd. Representative:
Jing-Lung Huang
Han-De Construction
Director Co.,Ltd. Representative:-
John T. Yu
11,075 11,075 0 0 3,216 3,216 0 0
Hao Ran Foundation
Chairman
Statutory
(Note 1)
Representative:Nita Ing
Hao Ran Foundation
Director
Statutory Representa-
(Note 1)
tive:Chin-Shan Chiang
Han-De Construction
Director
Co.,Ltd. Representa-
(Note 1)
tive:Tzu Wei Lee
Director Wei Dah Development
Co.,Ltd. Representative:T-
(Note 1)
sai-Der Chen
Independent
Director Robert Hung
Independent Sean Chao 6,750 6,750 0 0 1,691 1,691 1,000 1,000
Director
Independent
Director Rex Yang
----- End of picture text -----

  • Note1: The corporate director,Hao Ran Foundation, resigned on November 19th, 2019; Han-De Construction Co.,Ltd. and Wei Dah Development Co.,Ltd. reassigned representatives.

Note2: The payment criteria for the remuneration of independent directors in our company was referred to as an independent director renumber to be reviewed by the Renumeration Committee, thereby becoming a resolution to be determined by the Board of Directors.

Note3: The remuneration to directors is submitted to the 15th meeting of the 16th board of directors.

16

Unit: thousand NTD

III. The remuneration of directors and major managers

==> picture [510 x 443] intentionally omitted <==

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

Percentage of the Relevant remuneration received by directors who are also employees Percentage of total
total of A, B, C and of A, B, C, D, E, F and Compen-
D accounting for Salary, bonus and Severance pay and G accounting for sation
income after tax special allowance(E) pensions (F) Employees' earnings (G) income after tax directorspaid to
from
Compa- Compa- Compa- Companies in Finan- Compa- non-con-
The Company
The nies in The nies in The nies in cial Report The Com- nies in solidated
Company Financial Company Financial Company Financial pany Financial affiliates
Report Report Report Cash Stock Cash Stock Report
1.93 1.93 0 0 0 0 0 0 0 0 1.93 1.93 0
1.28 1.28 0 0 0 0 0 0 0 0 1.28 1.28 0
----- End of picture text -----

17

III. The remuneration of directors and major managers

==> picture [541 x 580] intentionally omitted <==

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

Name of directors
Remuneration
Total (A+B+C+D) Total (A+B+C+D+E+F+G)
paid to the
various directors
Companies in Companies in
The Company Financial The Company Financial
Report Report
Tsai-Der Chen, Tzu Wei Tsai-Der Chen, Tzu Wei
Lee, Wei Dah Develop- Please refer Lee, Wei Dah Develop- Please refer
1,000,000 below ment Co.,Ltd and to the ment Co.,Ltd and to the
Hao Ran Foundation left column. Hao Ran Foundation left column.
Statutory Statutory
Chin-Shan Chiang, Please refer Chin-Shan Chiang, Please refer
1,000,000 (inclusive of 1,000,000)- Jing-Lung Huang, John to the Jing-Lung Huang, John to the
2,000,000(does not contain 2,000,000) T. Yu,Han-De Construc- T. Yu, Han-De Con-
left column. left column.
tion Co.,Ltd. struction Co.,Ltd.
Please refer Please refer
2,000,000 (inclusive of 2,000,000)- Sean Chao, Robert Sean Chao, Robert
to the to the
3,500,000(does not contain 3,500,000) Hung, Rex Yang left column Hung, Rex Yang left column
5,000,000 (inclusive of 5,000,000)- Please refer Please refer
10,000,000(does not contain Nita Ing to the Nita Ing to the
10,000,000) left column left column
10,000,000 (inclusive of 10,000,000)-
15,000,000(does not contain
15,000,000)
15,000,000 (inclusive of 15,000,000)-
- - - -
30,000,000(does not contain
30,000,000)
30,000,000 (inclusive of 30,000,000)-
- - - -
50,000,000(does not contain
50,000,000)
50,000,000 (inclusive of 50,000,000)-
- - - -
100,000,000(does not contain
100,000,000)
- - - -
100,000,000 above
----- End of picture text -----

18

<2> Presidents' and vice presidents' remuneration

Unit: thousand NTD

III. The remuneration of directors and major managers

==> picture [494 x 287] intentionally omitted <==

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

Percentage of
Severance Bonus and the total of A, B, Com-
Salary(A) pay and special Employees' compensation C and D account- pen-
pensions (B) allowance(C) amount (D) ing for income sation
after tax (%) paid to
Job title Name directors
The Compa-nies in The Compa-nies in The Compa-nies in The Company Financial ReportCompanies in The Compa-nies in non-con-from
Compa- Finan- Compa- Finan- Compa- Finan- Compa- Finan- solidated
ny cial ny cial ny cial Cash Stock Cash Stock ny cial affiliates
Report Report Report Amount Amount Amount Amount Report
Joseph
CEO Chai
(Note)
Wing-
Sr. Vice Keung
President Hendrick
Lam
Vice
President [R. L. Chiu]
40,553 40,553 0 0 21,185 21,185 5,690 0 5,690 0 9.11 9.11 0
Vice Edward
President Wang
Vice
President [Qiwei Lu]
Vice
President [Kevin Liu]
Vice Alison
President Tung
----- End of picture text -----

Note:One leased vehicle and one driver assigned to CEO. The yearly rent for the leased vehicle is NTD 490 thousand and the remuneration paid to the driver is NTD 576 thousand and rental housing costs NTD 2,640 thousand .

==> picture [494 x 333] intentionally omitted <==

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

Name of president and vice presidents
Remuneration paid to the president and vice
presidents
The Company Companies in Financial Report
- -
1,000,000 below
1,000,000 (inclusive of 1,000,000)-2,000,000(does not contain 2,000,000) - -
2,000,000 (inclusive of 2,000,000)-3,500,000(does not contain 3,500,000) - -
3,5,000,000 (inclusive of 3,500,000)-5,000,000(does not contain 5,000,000) - -
Wing-Keung Hendrick Lam, R. L. Chiu, Wing-Keung Hendrick Lam, R. L. Chiu,
5,000,000 (inclusive of 5,000,000)-
Edward Wang, Qiwei Lu, Kevin Liu, Edward Wang, Qiwei Lu, Kevin Liu,
10,000,000(does not contain 10,000,000)
Alison Tung Alison Tung
10,000,000 (inclusive of 10,000,000)-15,000,000(does not contain 15,000,000) - -
15,000,000 (inclusive of 15,000,000)-
Joseph Chai Joseph Chai
30,000,000(does not contain 30,000,000)
30,000,000 (inclusive of 30,000,000)-50,000,000(does not contain 50,000,000) - -
50,000,000 (inclusive of 50,000,000)-100,000,000(does not contain 100,000,000) - -
- -
100,000,000 above
Total 7 7
----- End of picture text -----

19

<3> Employees' bonus paid to management team and allocation December 31, 2019

III. The remuneration of directors and major managers

==> picture [452 x 184] intentionally omitted <==

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

Cash Total Percentage
of the total
Job title Name Stock (NTD in (NTD in
income after
thousands) thousands)
tax (%)
CEO Joseph Chai
Sr. Vice President Wing-Keung Hendrick Lam
Vice President R. L. Chiu
Managers Vice President Kevin Liu 0 5,690 5,690 0.770
Vice President Qiwei Lu
Vice President Edward Wang
Vice President Alison Tung
----- End of picture text -----

<4> The total remuneration as a percentage of net income paid by the Company, and by each other Company included in the consolidated financial statements, during the past two fiscal years to its directors, supervisors, president and vice presidents and describe the remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure.

  1. Remuneration paid in the most recent two years

Unit: thousand NTD

==> picture [454 x 153] intentionally omitted <==

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

The Company Companies in Financial Report
Job title
2019 2018 2019 20187
Director remuneration 23,732 33,853 23,732 33,853
Director remuneration percentage of net 3.21 2.84 3.21 2.84
income after taxes(%)
CEO and vice president 67,428 61,802 67,428 61,802
CEO and vice president remuneration per- 9.11 5.18 9.11 5.18
centage of net income after taxes(%)
----- End of picture text -----

  1. The Company paid to the directors and personnel above the level of vice presidents remuneration policy standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure are as follows:

The relevant remuneration payable by the Company to CEO and vice presidents shall be subject to the resolution of the shareholders' meeting, while the remuneration payable to CEO and vice president shall be subject to Management Rules Governing Salary to maintain the competitive salary and remuneration standards in the market. Meanwhile, it is necessary to take the salary position applicable to the relevant job tanks in the same trade, Company's overall operational performance and personal performance to define the salary portfolio consisting of monthly salary (including base compensation and allowance) and year-end bonus; the principle of this salary policy has been evaluated to be of no risk in the future.

20

IV. Status of corporate governance implementation

<1> Operation of the board of directors

Board of Directors held 8 meetings in 2019. The attendance of directors in the meetings is specified as follows:

IV. Status of corporate governance implementation

==> picture [456 x 621] intentionally omitted <==

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

Frequency Frequency Actual
Job title Name of actual of proxy attendance Remark
attendance attendance rate (%)
The corporate director, Hao Ran
Hao Ran Foundation Foundation Statutory resigned
Statutory 6 0 100 the position of director on No-
Representative:Nita vember 19, 2019, who attended
Ing 6 Board meetings of directors for
6 times.
Chairman The corporate director, Wei Dah
Development Co.,Ltd. assigned
Nita Ing as Representative on
Wei Dah Development
November 19, 2019, and was
Co.,Ltd.
2 0 100 elected as the President in the
Representative: Nita election of Board of Directors on
Ing
the same day, who attended 2
Board meetings during her ten-
ure.
Hao Ran Foundation The corporate director, Hao Ran
Foundation Statutory, resigned
Statutory 6 0 100 on November 19, 2019, who at-
Representative: Chin-
tended 6 Board meetings during
Shan Chiang his tenure.
Director
The corporate director, Han-De
Han-De Construction Construction Co.,Ltd.assigned
Chin-Shan Chiang as the repre-
Co.,Ltd.
2 0 100 sentative on November 19, 2019,
Representative: Chin-
who attended 2 Board meetings
Shan Chiang
of directors during his tenure.
Jiang Jin-Shan
Han-De Construction
Co.,Ltd.
Director 5 3 63
Representative:Jing-
Lung Huang
Han-De Construction
Co.,Ltd.
Director 8 0 100
Representative: John T.
Yu The directors shall attend 8 Board
meetings of directors.
Independent Director Robert Hung 8 0 100
Independent Director Rex Yang 8 0 100
Independent Sean Chao 8 0 100
Director
The corporate director resigned
Han-De Construction after assigning Chin-Shan Chi-
Director Co.,Ltd. 6 0 100 ang as the representative on
Representative: Tzu November 19, 2019, who attend-
Wei Lee ed 6 Board meetings during his
tenure.
The corporate director resigned
Wei Dah Development
after assigning Ms. Nita Ing as
Co.,Ltd.
Director 6 0 100 the representative on November
Representative:T-
19, 2019, who attended 6 Board
sai-Der Chen
meetings.
----- End of picture text -----

21

Other matters to be recorded:

In 2019, the Board of Directors held 8 meeting, and all independent directors were present with an attendance rate of 100%.

As of the publication date, the Board of Directors held 2 meeting in 2020. All Independent directors attended in person with the attendance rate of 100%.

1. Provisions of Article 14-3 of Securities and Exchange Act

  • IV. Status of corporate governance implementation

==> picture [453 x 192] intentionally omitted <==

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

Date of
Name of Meeting Major Resolutions Implementation
Meeting
March 14, The sixth meeting of the 1. Removal of director's non-compete limit
2019 16 [th] Board of Directors 2. The directors' compensation in 2018
April 18, The seventh meeting of
2019 the 16 [th] Board of Directors Removal of director's non-compete limit.
The Company provided a guarantee for the loan All directors were
August 8, 2019 The ninth meeting of the 16 [th] Board of Directors line of its subsidiary, TSRC (Vietnam) Company present and the
Limited to the bank. resolution was ap-
proved.
1. Appointment of Certified Public Accountant
for 2020 Financial Statements Audit
November The tenth meeting of the 2. The case that the Company provides guaran-
12, 2019 16 [th] Board of Directors tee for the financing and foreign exchange
limit of the reinvestment company, Arlanx-
eo-TSRC, and the bank
----- End of picture text -----

  1. In addition to the previous events, other resolutions made by the Board of Directors that the Independent Directors opposed or reserved with a record or written statement: There were no resolutions that the Independent Directors opposed or reserved in 2019.

  2. Implementation of Director's evasion of interest resolutions:

  3. In the sixth and seventh Board meetings of the sixteenth Board of Directors, the directors have evaded themselves when removing the director's non-compete limit.

<2> Operation of the Audit Committee

  1. There are 3 members in the audit committee of this Company.

  2. The Audit Committee convened a total of 6 meetings in 2019. The presence and attendance of the Independent Directors is as follows:

==> picture [434 x 98] intentionally omitted <==

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

Job title Name Frequency of actual Frequency of proxy Actual attendance Remark
attendance attendance rate (%)
Independent Di- Robert Hung 6 0 100
rector (Convener)
6 atten-
Independent Director Rex Yang 6 0 100 dances is provided
in 2019.
Independent Sean Chao 6 0 100
Director
----- End of picture text -----

Other matters to be recorded:

  1. Provisions of Article 14-5 of Securities and Exchange Act

==> picture [435 x 223] intentionally omitted <==

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

Date of Name of
Major Resolutions Implementation
Meeting Meeting
March 14 , The sixth 1. Preparation of the 2018 financial report of After the review of all the present
2019 meeting the Company members of the Audit Committee
of the 16 [th] 2. The 2018 business report of the Company on March 7, 2019, the cases were
Board of 3. The 2018 surplus appropriation of the Com- submitted to the Board of Direc-
Directors pany tors for resolution
4. The 2018 statement of internal control sys-
tem
August 8, The ninth The Company provides the credit limit of guar- After the review of all the present
2019 meeting antees on the bank loans of TSRC (Vietnam) members of the Au dit Committee
of the 16 [th] Company Limited on August 8, 2019, the cases were
Board of submitted to the Board of Direc-
Directors tors for resolution.
November The tenth 1. Appointment of certified public accountant After the review of all the present
12, 2019 meeting for 2020 financial statements audit members of the Audit Committee
of the 16 [th] 2. The case that the Company provides guaran- on November 5, 2019, the cases
Board of tee for the financing and foreign exchange were submitted to the Board of
Directors limit of the reinvestment company, Arlanx- Directors for resolution.
eo-TSRC, and the bank
----- End of picture text -----

22

  1. Other resolutions that have not been approved by the Audit Committee but have been approved by more than twothirds of all directors: None

  2. Implementation of Director's evasion of interest resolutions: None

  3. The communication among the Independent Directors, the internal audit director and the accountant:

    • (1) The audit supervisor shall submit the audit report to the Independent Directors on a regular basis, and attend the audit committee meeting to report the audit. Follow up deeply and provide suggestion for management improvement based on the opinions of the Audit Committee.
  4. IV. Status of corporate governance implementation

  5. (2) The certified public accountant of the Company shall attend the Audit Committee Meeting to not only provide detailed explanation of the audit results of quarterly and annual financial reports, but also offer descriptions of corporate governance recommendations and related law updates. The audit committee members shall also consult accountant for professional opinions of the accounting and accounting related issues through the finance director.

  6. <3> Status of implementation of corporate governance, any departure of such implementation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reasons for any departure

==> picture [486 x 437] intentionally omitted <==

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

Status Any departure of such
implementation from the
Assessment Items Corporate Governance
Best-Practice Principles
Yes No Abstract Description for TWSE/TPEx Listed
Companies
1. Has the Company abided by the" Cor- √ The Company has referenced the reg- Considering the actual
porate Governance Best Practice Prin- ulations in Corporate Governance Best operation of corporate
ciples for TWSE/GTSM Listed Com- Practice Principles for TWSE/TPEx Listed governance; referencing
panies" to formulate and disclose the Companies and formulated regulations the regulations in those
corporate governance best practice in relevant guidelines of the Company to guidelines; formulate
principles? implement and promote corporate gover- relevant regulations of
nance. the Company. The Com-
pany will update rele-
vant regulations based
on the laws if necessary.
2. Equity structure and shareholders
right
(1) Has the Company formulated inter- √ (1) The Company has considered the oper- Considering the actual
nal SOP for handling shareholders' ational needs. The Company's website operations. There are
suggestions, doubts, disputes, liti- provides the window for relevant mat- relevant departments
gations and implemented them ac- ters of shareholders currently to handle responsible for hand-
cording to the SOP? suggestions, doubts, disputes and liti- ing relevant matters of
gation matters of the shareholders. In shareholders.
addition, there are relevant functional
departments for handling the sugges-
tions, doubts, disputes and litigation
matters of the shareholders.
(2) Does the Company hold a list of the √ (2) Disclose the list of main shareholders No difference
Company's key shareholders and in the Company and their ultimate con-
their ultimate controllers? trollers in accordance with the law
(3) Has the Company established and √ (3) There is a clear distinction and proper No difference
implemented risk control and firewall firewall mechanism established for the
mechanism with its affiliated compa- management goal and responsibili-
nies? ties of personnel, assets and finance
between the Company and affiliates.
In addition, the audit unit implements
measures for internal audits and inter-
nal control to ensure the risk control,
management and law compliance.
(4) Has the Company stipulated inter- √ (4) Formulate guidelines for ethical behav- No difference
nal regu- lations prohibiting inside ior and regulations for the execution
personnel trading securities using of public affairs and promote relevant
information that has not yet been regulations actively.
disclosed on the market?
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23

  • IV. Status of corporate governance implementation

==> picture [540 x 693] intentionally omitted <==

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

Status Any departure of such
implementation from the
Assessment Items Corporate Governance
Best-Practice Principles
Yes No Abstract Description for TWSE/TPEx Listed
Companies
3. The organization of the Board of Di-
rectors and their duties
(1) Has the board formulated diverse √ (1) The Board of Directors of the Company No difference
guidelines for different groups and adopted plans of diverse directions
implemented them accordingly? in accordance with “Corporate Gov-
ernance Best Practice Principles for
TWSE/TPEx Listed Companies” and
the industrial type and operational
needs. The Board of Directors is com-
posed of 9 directors. Three of which
are independent directors. Corporate
governance can be enhanced, and the
function of Board of Directors can be
implemented effectively with the rich
professional experiences of all directors
and the opinions provided on business
management.
(2) Besides creating the Remuneration √ (2) Considering the needs of business op- Considering the man-
Committee and the Audit Commit- erations, the Company has set up func- agement of business
tees according to the law, has the tional committees such as Audit Com- operations, the Compa-
Company voluntarily established mittee and Remuneration Committee. ny will not set up other
other functional committees? functional committee
for now.
(3) Does the Company formulate the √ (3) In 2020, the Company will formulate The formulation of
Regulations for the Performance the regulations for performance eval- regulations shall be
Evaluation of the Board of Directors uation of Board of Directors in accor- completed by the end
and its evaluation method? Does dance with "Taiwan Stock Exchange of 2020 based on the
the Company conduct performance Corporation Operation Directions for provisions of the com-
evaluations regularly every year, Compliance with the Establishment petent authority.
and submit and report the results of Board of Directors by TWSE Listed
of the performance evaluations to Companies and the Board's Exercise of
the Board of Directors, and take the Powers", and the results of the annual
results as a reference for the com- performance evaluation will be sub-
pensation and nomination renewal mitted and reported to the Board of
of individual directors? Directors, which shall be a reference for
nomination of renewal directors.
(4) Does the Company evaluate accoun- √ (4) Appointing a certified public accoun- No difference
tant independence on a regular ba- tant, the Company shall submit the
sis? independence evaluation report of the
accountant to the Board of Directors
for resolution before the appointment.
4. Do TWSE / TPEx listed companies √ According to the provisions of the "Corpo- No difference
allocate qualified and appropriate rate Governance Best Practice Principles
number of corporate governance for TWSE / TPEx Listed Companies", the
personnel, and designate corpo- Company has set up relevant units to be
rate governance directors who are responsible for corporate governance, al-
responsible for matters related to locate appropriate corporate governance
corporate governance (including but personnel, and designate the corporate
not limited to providing the informa- governance supervisors in time pursuant
tion that the director and supervisors to the laws in the future.
require to perform their business, as-
sisting the directors and supervisors
in handling matters related to Board
meetings and shareholders meeting
according to laws and regulations,
making meeting minutes of Board
meetings and shareholders meetings,
etc.)
----- End of picture text -----

24

  • IV. Status of corporate governance implementation

==> picture [543 x 761] intentionally omitted <==

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

Status Any departure of such
implementation from the
Assessment Items Corporate Governance
Best-Practice Principles
Yes No Abstract Description for TWSE/TPEx Listed
Companies
5. Does the Compan y maintain channels √ The Company's relevant business depart-
of communication with stakeholders mental personnel will keep in touch with No difference
(including but not limited to share- stakeholders. The supervisory manage-
holders, employees, customers and ment of the board of directors will take
suppliers) and designate a stakehold- care of the stakeholders' opinion.
ers section on its website as well as
properly respond to critical corporate
social responsibility issues that stake-
holders are concerned with?
6. Has the Company commissioned pro- √ We commissioned SinoPac Holdings to No difference
fessional securities institutions to han- handle the shareholders' meeting.
dle shareholders' meetings?
7. Disclosures
(1) Does the Company set up a website √ (1) We provide Chinese and English No difference
to disclose financial business and cor- language models on the Company
porate governance? Website to regularly disclose related
information and annual reports of the
Company, and major information will
be announced by the spokespersons
of the Company according to the
laws.
(2) Does the Company also adopts other √ (2) In order to enhance the information No difference
means for disclosure. (i.e. English web transparency and services to inves-
site, personnel dedicated to collect tors, including adding financial infor-
and disclose Company information, mation via properly utilizing public
establishment of a spokesperson pol- information systems and the official
icy, disclosure of the process of inves- website of TSRC and implementing
tor conference on Company web site, speaker systems, TSRC holds investor
etc.) conferences annually and live streams
important message to shareholders.
(3) Does the Company announce and de- √ (3) Taking into account the time and Financial statement shall
clare the annual financial report within actual operation of the accountant be announced within le-
two months after the end of the fiscal audit operation of the Company, we gal period, and the actual
year, and announce and declare the announced and reported the annual time may be adjusted in
first, second and third quarter finan- financial report within the period the future if necessary.
cial reports and operating conditions provided by the acts. In the future, we
of each month before the limitation will announce and declare the first,
date provided? second and third quarter financial
reports and the operating conditions
of each month according to the oper-
ation planning.
8. Is there any other important informa- √ The Company has formulated relevant No difference
tion that will facilitate the understand- important regulations, such as “Regu-
ing of the Company's corporate gov- lations on the authority of the Board of
ernance operations (including but not Directors”, “Distribution table of re-
limited to employee rights, employee sponsibilities on the business of TSRC”,
care, investor relations, sup plier re- “Regulations on the management of
lations, stakeholders' rights, further levels of responsibilities” to clearly de-
education of directors and supervisors, fine the authorized rights of the Board of
implementation of risk management Directors and understand the distribution
policy and risk evaluation standards, of responsibilities between the Board of
client policy implementation, Compa- Directors and managers and the man-
ny's liability insurance for its directors agement and control of all risks.
and supervisors and so on)?
9. Please indicate the improvement in respect to the corporate governance evaluation results released by the Corporate Gover-
nance Center of the Taiwan Stock Exchange Corporation,and propose priority enhancements and measures for those which
have not improved.
(A) The improvement: 1. Upload the shareholder meeting information in advance; 2. Complete the annual advanced study
hours for all directors; 3. Disclose the major information in Chinese and English; 4. Formulate the "Standard operating proce-
dures for handling directors ’requirements"; 5. More than half of the directors attended the shareholders' meeting.
(B) Enhanced improvement: to formulate "The regulations for performance evaluation of the Board of Directors" and the re-
sults of the annual performance evaluation will be submitted within a prescribed period.
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25

<4> Information on Compensation Committee:

The major duties of the Remuneration Committee:

  1. Stipulate and periodically review the performance evaluation of the directors and managers as well as the policy, system, standards, and structure of the remuneration.

  2. Periodically evaluate and stipulate remuneration for directors and managers.

    • (a) Information on Compensation Committee
  3. IV. Status of corporate governance implementation

==> picture [436 x 398] intentionally omitted <==

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

Independent Independent Independent
The identity Director Director Director
Robert Hung Sean Chao Rex Yang
At least lecturers of business, law, finance
or accounting departments or other
relevant departments/divisions required
by the Company's business of public and
Whether they possess work ex- private colleges/universities
perience of more Judges, prosecutors, attorneys, CPAs, or
than five years other professional and technical personnel
and the follow- possessing licenses after passing national
ing professional examinations as required by the
qualifications Company's business
Experience in business, law, finance and
accounting,and other work required by √ √ √
the Company's business
(1) √ √ √
(2) √ √ √
(3) √ √ √
(4) √ √ √
Compliance with
(5) √ √ √
the circumstanc-
es for indepen- (6) √ √ √
dency
(7) √ √ √
(8) √ √ √
(9) √ √ √
(10) √ √ √
Number of other public companies in which he/she assumes 1 1 0
an independent director concurrently
Remarks
----- End of picture text -----

  • Note1: For the identity, please fill in directors, independent directors or others.

  • Note2: Please tick“ √ ”in the following blank boxes, if the member meets the following conditions within two years prior to the appointment and in the duration of the appointment.

  • (1) Who are not employees of the Company or its affiliates;

  • (2) The persons who are not the directors and supervisors of the Company or its affiliates (The regulation do not subject to the limitation to the independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent company or subsidiary or a subsidiary of the same parent company).

  • (3) Who are not directors/supervisors, or the directors'/supervisors' spouses or minor children, or natural person shareholders who possess more than 1% of the Company's total issued shares in the name of another person, or top ten natural person shareholders

  • (4) Managers who are not listed in (1) or the persons who are not the spouse, relatives within the second degree of kinship, or lineal relatives within the third degree of kinship of the listed staff in (2), (3).

  • (5) A director, supervisor, or employee of a corporate shareholder that do not directly hold 5% or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the Company under paragraph 1 or 2 of Article 27, of the Company Act.(The regulation do not subject to the limitation to the independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent

26

company or subsidiary or a subsidiary of the same parent company).

  • (6) If a majority of the company's director seats or voting shares are not controlled by the same person who is a director, supervisor, or employee of that other company. (The regulation do not subject to the limitation to the independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent company or subsidiary or a subsidiary of the same parent company).

  • (7) If the chairperson, general manager, or person holding an equivalent position of the company are not the same person or are not spouse who is a director (or governor), supervisor, or employee of that other company or institution. (The regulation do not subject to the limitation to the independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent company or subsidiary or a subsidiary of the same parent company).

  • IV. Status of corporate governance implementation

    • (8) If a director, supervisor, manager, or shareholder holding five percent or more of the shares, of a specified company or institution that doesn’t have a financial or business relationship with the company. (Subject to the specified company or institution holding the Company’s shares more than 20% and less than 50%, the regulation do not subject to the limitation to the independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent company or subsidiary or a subsidiary of the same parent company).

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

    • (10) Who are free from any of the circumstances referred to in Article 30 of the Company Act;

  • (b) Information on Remuneration Committee

  • There are 3 members in the Remuneration Committee of the Company.

  • After the company's Board of shareholders held the directors’ reelection on June 21th, 2018, the term of the 16th committee members shall be from June 21th 2018 to June 20th, 2021.

  • The 16[th] Remuneration Committee held 3 meetings in 2019. The attendance of members in the remuneration committee meetings is specified as follows:

==> picture [423 x 119] intentionally omitted <==

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

Frequency Frequency Actual
Job title Name of actual of proxy attendance rate Remark
attendance attendance (%)
Independent Director Sean Chao 3 0 100
(Convener)
The total number
Independent Director Robert 3 0 100 of meetings in
Hung their duration is 3.
Independent Director Rex Yang 3 0 100
----- End of picture text -----

Other matters to be noted:

  1. Where the Board of Directors does not adopt or revise the recommendation from the Remuneration Committee, the minutes of the meeting shall specify the date and term of the directors' meeting, content of the issue, resolution of the directors' meeting, and the disposition on the opinion from the Remuneration Committee by the Company (where the remuneration approved by the Board of Directors is superior to the recommendation from the Remuneration Committee, the difference and reasons shall be specified): none.

  2. If, with respect to any resolution of the remuneration committee, any member has a dissenting or qualified opinion that is on record or stated in a written statement, the minutes of the meeting shall specify the date and term of the meeting of the Remuneration Committee, content of issues, opinions of all members, and disposition on the opinions of members: none.

27

  • IV. Status of corporate governance implementation

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

<5> Fulfillment of social responsibility
Status Any departure of
such
implementation
from the Corporate
Assessment Items Governance Best-
Yes No Abstract Description Practice Principles
for TWSE/TPEx
Listed
Companies
1. Does the company carry √ The Company performs risk management through existing de- No difference
out risk assessments of partments or functional units in the organization, and based on
environmental, social and external issues, including economic / environmental / social as-
corporate governance pects, identifies risks / events that may have an impact on business
related to the company's objectives. After evaluating, the Company determines appropriate
operations in accordance response measures to mitigate, transfer or avoid risks. Each func-
with the materiality princi- tional department of the Company reports the risk environment,
ple, and establish relevant main points of risk management, risk assessment and response
risk management policies measures to the management level in accordance with the evalua-
or strategies? tion operation of internal control system and management system
review every year, and then the audit unit reports regularly to the
audit committee, which gives opinions on the risk assessment and
impact, and reports to the Board of directors.
2. Has the Company estab- √ The organizational structure of CSR is as follows:five committees, No difference
lished a dedicated (part- “Promotion Secretariat” and “Corporate Governance Commit-
time) unit for CSR, which tee”, “Employee Care Committee”, “Environment Protection
is managed by senior and Energy Saving Committee”, “Outgoing Communication
executives and authorized Committee”, “Social Care Committee” are under Steering
by the board of directors, Committee lead by the CEO to face the management indexes in
and reports to the board of economy, environment and society related to the control of social
directors? responsibilities of enterprises actively. CSR promotion secretariat
collects the performance and opinion every year and report to CSR
guidance committee and then the CEO will report the performanc-
es and future strategies to the Board of Directors.
3. Environmental Issues: √ The Company's ISO 14001 Environmental Management System / No difference
(1) Has the Company estab- ISO 50001 Energy Management System / QC 080000 (Hazardous
lished an environmental Substances Process Management System) are still in effective op-
m a n a g e m e n t s y s te m eration. (Please refer to the 2018 Corporate Social Responsibility
according to the industry Report "Corporate Social Responsibility ---Environment")
characteristics?
(2) Does t h e Company con- √ For the production process, TSRC introduces the principle of No difference
tributed to improving the "maximizing the utilization of energy and resources." TSRC tries
utilization of all resources to minimize the consumption of energy and resources required
and used recycled materi- in production by improving the design of the production process
al that brought minimum and efficiency, and recycling raw materials, as well as to continue to
load to the environment. develop and produce new green products. For the use of fuels for
furnaces, TSRC also uses natural gas to replace fuel oils in order to
reduce pollution.
(3) Does the Company assess √ The Company performs risk management through existing depart- No difference
the potential risks and ments or functional units in the organization, and based on external
opportunities caused by issues, including economic / environmental / social aspects, identi-
the climate change now fies risks / events that may have an impact on business objectives.
and in the future, and take After evaluating, the Company determines appropriate response
measures to respond to measures to mitigate, transfer or avoid risks. The Company has
climate-related issues? long been concerned about climate change issues, and has actively
promoted water conservation measures by increasing the process
wastewater recovery rate and capacity allocation, etc., to respond
to global climate change and the related water shortages.
----- End of picture text -----

28

  • IV. Status of corporate governance implementation

  • Status Any departure of such

  • implementation

  • from the Corporate

  • Assessment Items Governance BestYes No Abstract Description Practice Principles for TWSE/TPEx Listed

  • Companies

  • (4) Does the company count √ 1. The Company established dedicated environmental management No difference t h e t o t a l a m o u n t o f organization in accordance with the law, with dedicated environgreenhouse gas emismental management staff in charge of air pollution, waste water, sions, water consumption waste and toxic materials. and waste in the past two 2. In terms of greenhouse gas reduction planning, the Company years, and establish polisupports the national reduction targets and follows relevant aucies for energy conservathorities' policies to pass ISO 14064-1 (greenhouse gas inventory) tion and carbon reduction, verification in the year of 2011, 2013, and 2015-2019, and has greenhouse gas reduction, registered on "National Greenhouse Gas Platform"; the Compawater consumption or ny is the first batch of industries that should report greenhouse other waste management gas emissions based on the announcement of the Environmental policies? Protection Agency, and has completed the 2018 greenhouse gas

  • In terms of greenhouse gas reduction planning, the Company supports the national reduction targets and follows relevant authorities' policies to pass ISO 14064-1 (greenhouse gas inventory) verification in the year of 2011, 2013, and 2015-2019, and has registered on "National Greenhouse Gas Platform"; the Company is the first batch of industries that should report greenhouse gas emissions based on the announcement of the Environmental Protection Agency, and has completed the 2018 greenhouse gas inventory verification in June 2019.

  • Currently, the Environmental Protection Agency of the Executive Yuan has formally issued the “Guidelines for Greenhouse Gas Phase Control Objectives and Control Methods” on March 28, 2017. The first-phase control targets are from 2016 to 2020; For the current first-phase control targets, the Environmental Protection Agency uniformly allocates different reduction quotas to different ministries under the Executive Yuan (The factory is currently planned under the Industrial Bureau of the Ministry of Economic Affairs), and requires that greenhouse gas emissions in 2020 be reduced by 2% compared to the base year (2005). In recent years, the reduction measures performed by our factory have reduced greenhouse gas emissions by about 15-17% compared with the base year, which meets the requirements of regulations.

  • Regarding the carbon/water trace of the product, three representative verification of ISO/DIS 14067 (carbon trace of the products) and water trace of the products are approved in 2012; in addition, the Company gets hold of the accounting ratio of greenhouse gas in each stages of product life cycles through the construction of carbon/water trace verification system and seeks for the opportunities for carbon reduction. Moreover, the Company selects low-carbon raw materials and parts during product production or development to reduce the burden of the environment.

  • To continue relevant measures of energy saving and carbon reduction, ISO 50001 energy management system was built in 2013 and SGS certification is approved. Energy efficiency is increased, operational costs are reduced, and the emission of greenhouse gas is reduced continuously from 2014 to 2019. High energy consumption equipment and processes are improved through energy management system and external verification of energy management system is completed continuously every year. In the future, the system can help the Company to analyze the usage and consumption status of energy and seek for recognition of improvement opportunities.

  • The company's annual information on the total amount of greenhouse gas emissions, water consumption and total weight of waste are disclosed in the annual corporate social responsibility report.

The Company's ISO 14001 Environmental Management System / ISO 50001 Energy Management System / QC 080000 (Hazardous Substances Process Management System) are still in effective operation. The Company sets up specific energy management methods and targets, and fulfills its environmental responsibility through auditing, training and communication. In terms of greenhouse gas emissions, establish a standard procedure for greenhouse gas verification and conduct greenhouse gas inventory. As for water resources, promote a systemic water-saving and recycling plan, and perform various water-saving measures to achieve water-saving goals. In addition, in order to effectively control various business wastes, the Company formulates reporting and tracking management methods for business wastes, establishes a strict classification and recycling system, performs removal, treatment or reuse of the wastes in accordance with local environmental protection laws and regulations, and then reports and confirms the operational status of business wastes within the time limit. Through ISO 14001 management system, continuously reduce waste and waste sludge.

29

  • IV. Status of corporate governance implementation

==> picture [540 x 649] intentionally omitted <==

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

Status Any departure of
such
implementation
from the Corporate
Assessment Items Governance Best-
Yes No Abstract Description Practice Principles
for TWSE/TPEx
Listed
Companies
4. Social Issues The Company uses the Labor Standards Act and related labor No difference
(1) Does the Company estab- √ laws as the basis for formulating employee attendance, leave and
lish relevant management overtime management regulations. Strict rules are enforced to
policies and procedures in prohibit forced labor, and all regulations are clearly documented in
accordance with relevant the CSR manifesto.
regulations and interna-
tional human rights con-
ventions?
(2) Does the Company es- √ The Company ensures reasonable payment and remuneration No difference
tablish and perform rea- through the remuneration committee and payment management
sonable employee welfare measures, and links the related performance with the performance
measures (including pay- evaluation system to reflect the remuneration.
ment, vacation and other
benefits, etc.), and appro-
priately reflect operating
performance or results in
employee payment?
(3) Does the Company pro- √ The Company executed relevant operations in accordance with No difference
vide the employees with occupational safety and health act. Environment monitoring are
safe and healthy working performed every half year to clarify status of personnel exposure
environment and carried while conducting leveled management at the same time. Relevant
out regular training cours- educational training of occupational safety and health are imple-
es regarding safety and mented every year to promote the knowledge of employee safety
health of the employees. and health.
(4) Has the Company creat- √ The policy and direction of education and training strive to boost No difference
ed an effective vocational employee work skills and competiveness in order to respond to
skill development and changes in the future market and environment. Every year, the an-
training program? nual education and training program is devised according to the
internal employee training regulation, Company's management
guideline, organizational demand and relevant laws, where new
employee and current employee general knowledge, professional
skill, management competency, qualification and certification are
organized. Furthermore, the goal of “lifelong learning” is materi-
alized through internal and external training.
(5) Has the Company stipu- √ The customers whom the Company faces are not the end consum- No difference
lated policies and com- ers, but the downstream manufacturers.
plaint filing protocols to Through annual interactive seminars and interviews (email, tele-
protect the consumers' phone interview, questionnaire and so on), we are able to ensure
rights throughout the the health and safety of our clients when using our products.
R&D, procurement, pro- Quality assurance convenes related units to conduct the survey,
duction, operations and analyze the cause and examine the response method in order to
service process? propose appropriate solutions. The cause of the customer com-
plaint and solution are compiled to form an investigation report
according to the handling method of various customer complaints
in order to quickly resolve the problem of quality and hazardous
substance free product deliveries.
In addition, the Company sets up, “mail box for social responsi-
bilities of enterprise” ([email protected]) and special zones for
stakeholders to communicate with all kinds of stakeholders and
give feedbacks.
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30

  • IV. Status of corporate governance implementation

==> picture [546 x 655] intentionally omitted <==

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

Status Any departure of
such
implementation
from the Corporate
Assessment Items Governance Best-
Yes No Abstract Description Practice Principles
for TWSE/TPEx
Listed
Companies
(6) Does the Company es- √ When selecting new subcontractors, assessments on quality and No difference
tablish a supplier man- supply capability shall be considered. New subcontractors are also
agement policy, requir- required to sign the Supplier Code of Conduct of TSRC Corporation
ing suppliers to follow or provide Enterprise Social Corporate Responsibility Report of
relevant regulations on the company as well as filling out CSR assessment form to ensure
issues such as envi- the CSR work effectiveness. Moreover, subcontractors offering raw
ronmental protection, materials are required to provide quality assessment on HSF(haz-
occupational safety and ardous substance free) to ensure the environment safety in the raw
health, or labor rights, materials supply.
and their performing If the following circumstances, such as significant improper quality,
status? abnormal HSF quality, late delivery, severe violation of industrial
safety regulations or significant CSR deficiencies (media disclosure)
which are not improved within a year, happen to qualified suppliers
and cause an impact on the production, quality, HSF quality or CSR
image of the Company, such supplier shall be suspended for supply
if these deficiencies are not reviewed and improved.
5. Does the Company refer √ The Company's CSR report was written under the GRI Standards No difference
to internationally accept- and obtained third party TUV NORD AA1000 verification.
ed reporting standards or
guidelines for compiling
corporate non-financial
information reports, such
as on corporate social
responsibility? Does the
previous released report
obtain the assurance of
the third-party verifica-
tion unit?
6. Has the Company established the CSR implementation policy according to the Corporate Social Responsibility Best Practice
Principles for TWSE/GTSM-Listed Companies, describe the difference between the actual implementation and the regulations
of the Principle:The Company established CSR guidance committee in 2010 and promoted comprehensive CSR operations and
executed them in accordance with “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”.
7. Other important in formation that is helpful to understand the operation of CSR :
1. Engaged external consultants with implementation and promotion of CSR.
2. Participating in the Taiwan Responsible Care Association and Chemical Awareness and Emergency Response Association,
Taiwan, fulfilling member obligations and ensuring the safety and health of the community/society.
3. Through the association of companies in the industrial sector, the Company continues to promote neighboring and com-
munity support development events.
4. In terms of pipeline maintenance management and participation in the operation of the affiliated organizations, continue
to perform in accordance with regulations to ensure the safe operation of the pipeline, and protect the public safety of the
citizens and employees in the nearby underground industrial pipelines.
5. Results of the implementation of corporate social responsibility
(1) Economic side: Implement the requirements relating to corporate governance, announce the various ways and channels
of communication for all interested parties on TSRC's official website
(2) Environmental side: The Company continues to reduce waste, save energy, improve and refine the production process
through the implementation and execution of all management systems, and wishes to establish and produce environ-
mentally friendly production processes and products.
(3) Social side: By using the locations of factories as the basis, the Company gradually establishes the social care map.
Through social participation and helping disadvantaged groups, the Company also continues to promote chemical
educational programs in rural areas and applies products along with suppliers for social care. We expect to fulfill CSR
through diverse charity events.
----- End of picture text -----

31

<6> Fulfillment of Ethical Corporate Management

  • IV. Status of corporate governance implementation

  • Status Any departure of such implementation from the

  • Corporate Gover-

  • Assessment Items nance Best-PracYes No Abstract Description tice Principles for TWSE/TPEx Listed Companies

    1. Define the program for operation in good faith 1. All of the Company's directors and No difference (1) Does the Company clearly state the policy and √ employees complied with the“Ethical the practice of ethical corporate management in Code ”and“Code of Professional Conthe regulations and external documents when duct”promulgated by the Company formulating the ethical corporate management when performing their duty. Meanwhile, approved by the Board of Directors, and do the the Company also highlighted its deterboard of directors and senior management level mination to fulfill the operation in good actively implement the ethical corporate manfaith in its enterprise cultural declarations agement policy? about enterprise mission, enterprise
  • (3) Does the Company establish an evaluation √ view and core competency, and expressly mechanism for the risk of dishonesty behaviors, defined the disciplinary procedure for regularly analyzes and evaluates business activviolations in said codes in accordance ities with a higher risk of dishonesty behaviors with the Company's“Reward & Punishin the business scope. Based on the mechanism, ment Policy”. does the Company formulate a plan for prevent2. Aforementioned regulations are the reing dishonesty behaviors, at least covering the sponsibilities of the Company's board preventive measures in the second paragraph of directors secretariat and Human Reof Article 7 of “Ethical Corporate Management sources & Management Department Best Practice Principles for TWSE/GTSM listed department. companies?”

  • (3) Does the Company clearly set up the operating √ procedures, behavior guidelines, punishment and appeal system for violations in the plan of preventing dishonesty, implement it, and regularly review and revise the above-mentioned plan?

    1. Fulfillment of operation in good faith 1. We make sure that we only conduct No difference (1) Has the Company assessed the ethical record of √ business with qualified suppliers through its partners and stipulated the ethical behavior the“Supplier Evaluation and Manageclause in the contract? ment Regulation”, and we announce
  • (2) Does the company have a dedicated unit to pro√ our stance on refusing to collaborate mote ethical corporate management under the with unethical companies to our suppliBoard of Directors, and regularly (at least once a ers when enquire for quotation. year) report to the Board of Directors about its 2. All of the Company's directors and policy on ethical corporate management, plans employees complied with the“Ethical to prevent dishonesty and monitor implementaCode”and“Code of Professional Contion? duct”promulgated by the Company

  • (3) Has the Company stipulated policies to prevent √ when performing their duty. Meanwhile, the conflict of interest, provided adequate comthe Company also highlighted its deterplaint channel and ensured of its proper implemination to fulfill the operation in good mentation? faith in its enterprise cultural declara-

  • (4) Does the Company establish an effective ac√ tions about enterprise mission, enterprise counting system and internal control system view and core competency, and expressly for the implementation of ethical corporate defined the disciplinary procedure for vimanagement, and the internal auditing sysolations in said codes in accordance with tem. Based on the results of the assessment of the Company's“Reward & Punishment the risk of dishonesty behaviors, the audit unit Policy” should draw up relevant audit plans, and based 3. Our Company has developed annual auon it, check if the plan of preventing dishonest dit plan each year to audit the accountbehavior is followed, or commission an accouning system of the Company and the optant to perform the check? eration of internal control system.

  • (5) Has the Company regularly organized internal √ and external education and training concerning ethical management?

32

  • IV. Status of corporate governance implementation
Assessment Items Status Any departure of
such implemen-
tation from the
Corporate Gover-
nance Best-Prac-
tice Principles
for TWSE/TPEx
Listed Compa-
nies
Yes No Abstract Description
3. Status of the Company's reporting mechanism.
(1) Has the Company stipulated a specific reporting
and reward system, established a convenient
reporting channel and assigned appropriate
personnel to the accused?
(2) Does the Company establish standard operating
procedures of investigations to receive reports,
follow-up measures after the investigation is
completed, and related confidentiality mecha-
nisms?
(3) Has the Company taken measures to protect the
reporter from being wrongfully treated?


The Company adopted relevant regulations
and channels based on the“Regulations
Governing Employee Complaints Man-
agement”and employee opinions gath-
ered from the intranet (EIP), furthermore,
the“Reward and Punishment Regulation”
also stipulates procedures for the reporting
and punishment of violations.
No difference
4. Enhance the disclosure of information
(1) Has the Company disclosed the performance of
its ethical management on the Company web-
site and the MOPS?
The internal website of our Company, EIP,
has disclosed “Regulations for the execu-
tion of working affairs” to provide all em-
ployees guidelines to follow.
No difference
5. If the Company has defined its ethical corporate management practice in accordance with the Ethical Corporate Management
Best Practice Principles for TWSE/GTSM-Listed Companies, please state the operation thereof and difference between the Prin-
ciples and the practice defined by the Company: The Company executed the operation in accordance with the“Ethical Code”
and“Code of Professional Conduct”, and there is no difference between them and said Principles.
6. Any other important information helpful to comprehend the Company's operation in good faith :None.

<7> Stipulation of Corporate Governance Best Practice Principles and related regulations

The Company has currently adopted the“Code of Ethical Conduct,”“Articles of Incorporation,” “Rules for Procedure for hareholders Meetings,”“Rules of Procedure for Board of Directors Meetings,” “Rules for Director Election,”“Procedures for the Handling Acquisition and Disposal of Assets,” “Procedures for Extending Loan to Others,”“Procedures for Granting Endorsements and Guarantees,” and so on. For more information, please visit our website (http://www.tsrc.com. tw).

  • <8> Other significant information the will provide a better understanding implementation of corporate governance.

1. Advanced study of directors/supervisors

==> picture [500 x 205] intentionally omitted <==

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

Date of ad-
Job title Name Hosted by Programs Hours
vanced study
Securities & Futures Insti- Management structures of parent company and
tute subsidiary and related function division and the 3
directors’ and supervisors’ responsibilities.
November 22,
Chairman Nita Ing 2019 The response strategies of the enterprises and
Securities & Futures Insti- individuals to face the implementation of the 3
tute Economic Substantive Act and global all tax
avoidance.
Securities & Futures Insti- Management structures of parent company and
tute subsidiary and related function division and the 3
directors’ and supervisors’ responsibilities.
Chin-Shan November 22,
Director
Chiang 2019 The response strategies of the enterprises and
Securities & Futures Insti- individuals to face the implementation of the 3
tute Economic Substantive Act and global all tax
avoidance.
----- End of picture text -----

33

  • IV. Status of corporate governance implementation

==> picture [548 x 590] intentionally omitted <==

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

Date of ad-
Job title Name Hosted by Programs Hours
vanced study
December 16, Securities & Futures Insti- Discussions of casesinvolving enterprise 3
2019 tute financial statements fraud
Jing-
Director Lung
Huang December 20, Securities & Futures Insti- Digital Resilience Practice - Emergency
2019 tute measures for Directors, supervisors and Senior 3
Executives.
May.03, 2019 Taiwan Corporate Gover-nance Association The new trend of sustainable decision - Task Force on Climate-related Financial Disclosures. 3
John T.
Director
Yu
August 02, Taiwan Corporate Gover- Offensive and defensive battles for the 3
2019 nance Association protection of the trade secrets.
Taiwan Corporate Gover- Corporate social responsibility and sustainable 3
nance Association competitiveness.
September
27, 2019 How do the directors and supervisors supervise
Taiwan Corporate Gover-nance Association the company to have good corporate risk 3
management?
Inde-
Robert
pendent Director Hung Securities & Futures Insti-tute Management structures of parent company and subsidiary and related function division and the 3
directors’ and supervisors’ responsibilities.
November 22,
2019 The response strategies of the enterprises and
Securities & Futures Insti- individuals to face the implementation of the 3
tute Economic Substantive Act and global all tax
avoidance.
November 06, Securities & Futures Insti- Discussions of cases involving enterprise 3
2019 tute financial statements fraud
The impacts and responses of the enterprise
Inde- Sean November 12, 2019 Taiwan Corporate Gover-nance Association operations to the latest international tax law 3
pendent Chao changes
Director
The response strategies of the enterprises and
November 12, Securities & Futures Insti- individuals to face the implementation of the 3
2019 tute Economic Substantive Act and global all tax
avoidance.
Securities & Futures Insti- Management structures of parent company and
tute subsidiary and related function division and the 3
directors’ and supervisors’ responsibilities.
Inde-
November 22,
pendent Director Rex Yang 2019 The response strategies of the enterprises and
Securities & Futures Insti- individuals to face the implementation of the 3
tute Economic Substantive Act and global all tax
avoidance.
----- End of picture text -----

2. Procedures for handling material inside information

The Company specially adopted“Procedures for handling materials inside information”to establish sound mechanisms for the handling and disclosure of material inside information and announced in public. These procedures shall apply to all directors, supervisors, managerial officers, and employees of the Company, any other person who acquires knowledge of the Company's material inside information due to their position, profession, or relationship of control shall comply with the applicable provisions of these procedures. The Company conducted educational campaigns to promote awareness with respect to these procedures and related laws and regulations.

34

<9> Implementation of the Company's internal control system

1. A statement of Internal Control

TSRC Corporation

A statement of Internal Control

Date: March 17, 2020

  • IV. Status of corporate governance implementation

In accordance with the result of self-evaluation of the internal control system in 2019, the Company hereby declares as follows:

  1. The Company acknowledges and understands that the establishment, implementation and maintenance of the internal control system are the responsibility of the Board of Directors and managerial officers, and that the Company has already established such a system. The purpose is to provide reasonable assurance regarding the achievement of objectives such as the effectiveness and efficiency of business operations (including profitability, performance, and security of assets), reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance with applicable laws, regulations, and by laws.

  2. There is limitation inherent to internal control system, no matter how perfect the design is. As such, effective internal control system may only reasonably ensure the achievement of the aforementioned goals Further, the operation environment and situation may vary, and hence the effectiveness of the internal controls system. The internal control system of the Company features the self-monitoring mechanism. Once identified, any shortcomings will be corrected immediately.

  3. The Company judges the effectiveness of the internal control system in design and enforcement in accordance with the “Criteria for the Establishment of Internal Control System of Public Offering Companies” (hereinafter referred to as“the Criteria”) promulgated by the Securities and Futures Commission of the Ministry of Finance. The Criteria is instituted for judging the effectiveness of the design and enforcement of internal control system. There are five components of effective internal control as specified in the Criteria with which the procedure for effective internal control is composed by five elements, namely, 1. Control Environment 2. Risk Evaluation 3. Control Operation 4. Information and Communication and 5.Monitoring. Each of the elements in turn contains certain audit items, and shall be referred to the Criteria for detail.

  4. The Company has adopted the above criteria for the internal control system to assess the effectiveness of the design and operation of its internal control system.

  5. In accordance with the aforesaid evaluation result, the Company believes that the internal control system as of December 31, 2019 (supervision and management over subsidiaries), including understanding the effect of operation, the attainment rate and report of the efficiency goal are reliable, timely, and transparent, and the design and implementation of the internal control system are in compliance with the regulations and effective and reasonably ensure the attainment of the aforesaid goals.

  6. This statement of declaration shall form an integral part of the annual report and prospectus on the Company and will be announced. If there is any fraud, concealment and illegal practice discovered in the content of the aforementioned information, the Company shall be liable to legal consequences under Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchanges Act.

  7. This statement of declaration has been approved by the Board on March 17, 2020 with presence of 7 directors at unanimous consent.

TSRC Corporation

Chairman: Nita Ing

CEO: Joseph Chai

2. Hiring CPA to carry on a special audit of the internal control system: No

35

  • <10> In the recent year and as of the date of publication of the annual report, the Company and its internal personnel were punished according to law, or the Company punished its internal personnel for violating the provisions of the internal control system. The consequences of the punishment may have a significant impact on shareholders' equity or securities prices: no.

  • <11> The important resolutions made by shareholders' regular meetings and board of directors' meeting in 2019 and until the annual report being published.

  • IV. Status of corporate governance implementation

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

1. The important resolutions made by shareholders' regular
The status of implementation
meetings in 2019
Recognize the company's 2018 annual business report and Resolution passed
financial statements
Recognize the company's 2018 disposition of net profit The resolution of the Board of Directors set September 7,
2019 as the ex-dividend date. Cash dividends of NTD 0.98 per
share will be distributed, and paid on September 25, 2019.
Approve of the amendment of “Article of Association” Resolution passed. Registered with the competent authority
on June 25, 2019.
Approve of the amendment of "Handling Procedures of Ac- Resolution passed. The implementation has been completed
quisition or Disposition of Assets" in accordance with the resolution of the shareholders meet-
ing.
Lift the restrictions on directors' non-competition agreement Take effect after the resolution of the shareholders meeting.
----- End of picture text -----

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

2. Important resolutions made by board of directors' meetings
Date Important resolutions
The resolution passed the cash dividend ex-dividend date and payment date.
August 08, 2019 The resolution passed the Board of Directors' authorization to dispose of Taiwan High-speed Railway
corporation holdings.
The Company makes the announcement in accordance with Article 25 (1) (4) of the " Criteria Governing
November 12, 2019
Loans of Funds and Guarantees by Public Companies".
The Company's corporate director resigned, the corporate director reassigned a representative, and
November.19, 2019
chairman by-election was held.
The resolution passed issues related to the annual shareholders' meeting of 2019.
March 17, 2010
The resolution passed the disposition of net profit of 2019.
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  • <12> Whether any director or supervisor has shown dissent against any important resolution made by the Board of Directors, which is also included in a written statement or recorded resolution in 2018 and until the annual report being published : None

  • <13> In the year of 2019 and as of the date of publication, the resignation and dismissal of the Company's chairman, chief executive officer, chief of accountant, chief financial officer, chief of internal audit, chief of corporate governance and chief of research and development: The 16[th] former Chairman of the Company was Nita Ing, a representative of the Hao Ran Foundation Statutory, a corporate director. Due to Hao Ran Foundation resigned as a director on November 19, 2019, the Company held a Chairman by-election in the Board of Directors meeting,Nita Ing, a representative of the Wei Dah Development Co.,Ltd., was elected as the Chairman.

36

V. Information on CPA professional fee

<1> Information about audit fee and non-audit fee paid to CPA and accounting firms

Unit: thousand NTD

  • V. Information on CPA professional fee

  • VI. Information on replacement of CPA

  • VII. Chairman, president, or managers in charge of the Company's finance or accounting matters in the most recent year held a position at the accounting firm of a CPA or any of its affiliated companies

==> picture [485 x 291] intentionally omitted <==

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

Non-audit fee
Name of the
Name of Audit CPA's audit
accounting firm the CPA fee System commercial Industrial & Human Other Subtotal period Remarks
design resource
registration
Po Shu
January Other items of non-au-
Huang
KPMG 1, 2019 to dit public fees are
Taiwan Ming 5,630 0 0 0 140 159 Decem-ber 31, mainly audited/certi-fied fee deducted from
Hung 2019 business tax directly
Huang
Items
Audit fee Non-audit fee Total
Escalation of Professional fee
1 2,000,000 below √
2 2,000,000 (inclusive of 2,000,000)-4,000,000
3 4,000,000 (inclusive of 4,000,000)-6,000,000 √
4 6,000,000 (inclusive of 6,000,000)-8,000,000 √
5 8,000,000 (inclusive of 8,000,000)-10,000,000
6 10,000,000 (inclusive of 10,000,000) above
----- End of picture text -----

  • <2> Non-audit fees paid to the CPA, to the accounting firm, and/or to any affiliated enterprise of such accounting firm are one quarter or more of the audit fees paid thereto.: None

  • <3> The audit fees paid for changing the accounting firm and the change of the fiscal year has decreased compared to the previous year : Not applicable

  • <4> If the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 15 percent or more. : Not applicable

  • VI. Information on replacement of CPA-None

  • VII. Chairman, president, or managers in charge of the Company's finance or accounting matters has in the most recent year held a position at the accounting firm of a CPA or any of its affiliated Company-None

37

VIII. Information on equity of directors, managers and shareholders holding more than 10% of outstanding shares equity transfer and equity pledge movements

  • VIII. Information on equity for directors, managers and shareholders holding more than 10% of outstanding shares equity transfer and equity pledge movements

==> picture [487 x 404] intentionally omitted <==

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

2019 As of March 20, 2020
Increase
Increase Increase Increase
Job title Name (decrease)
(decrease) (decrease) (decrease)
in
in shares in pledged in shares
held shares held pledged
shares
Chairman Nita Ing - - - -
Director Wei Dah Development Co.,Ltd. - 15,800,000 - -
- - - -
Corporate representative of the director Nita Ing
Director Han-De Construction Co.,Ltd. 32,000,000 - - -
- - - -
Corporate representative of the director Jing-Lung Huang
- - - -
Corporate representative of the director Chin-Shan Chiang
Corporate representative of the director John T. Yu - - - -
Director - - - -
Corporate representative of the director Tsai-Der Chen - - - -
- - - -
Independent Director Robert Hung
Independent Director Sean Chao - - - -
- - - -
Independent Director Rex Yang
CEO Joseph Chai(Note) 10,000 - - -
Sr. Vice President Wing-Keung Hendrick Lam - - - -
Vice President R. L. Chiu - - - -
Vice President Edward Wang - - - -
Vice President Qiwei Lu - - - -
Vice President Kevin Liu - - - -
Vice President Alison Tung - - - -
----- End of picture text -----

Note: Holding shares in the name of others.

Information on the transfer or pledge of equity interests:

The counterparty in the above transfer or pledge of equity interests by a director, managerial officer, or major shareholder is not a related party. Therefore, no information disclosure is required.

38

IX. Relationship data among the top 10 shareholders with the highest shareholding ratio

September 07, 2019

  • IX. Relationship data among the top 10 shareholders with the highest shareholding ratio

  • X. The total number of shares and total equity stake held in any single enterprise by the Company, its directors, managers and any companies controlled either directly or indirectly by the Company

==> picture [486 x 467] intentionally omitted <==

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

Names and relationship of any
Shares currently
held by their Shares held of the top ten shareholders
Share(s) held spouses and in another and their spouses or relatives
Name personally children of person's name who are related defined in the of 2nd degree of relationship Remarks
minor age Statement
Share(s) (%) Share(s) (%) Share(s) (%) Name/name Relationship
Panama Banco industrial 69,524,417 8.4 0 - 0 - NO NO
Company
Hao Ran Foundation 60,171,319 7.3 0 - 0 - NO NO
Chairman: Nita Ing
Wei Dah Development Han-De Chairman
Co.,Ltd. 53,708,923 6.5 0 - 0 - Construction of the same
Chairman: Jing-Lung
Huang Co.,Ltd. person
Formosa Plastics Marine
Corporation 41,201,000 5.0 0 - 0 - NO NO
Responsible person: Wen-
Chao Wang
CITI bank Taiwan branch in
custody for Government of 35,697,332 4.3 0 - 0 - NO NO
Singapore Investment Fund
Tamerton Group Limited 34,578,143 4.2 0 - 0 - NO NO
Han-De Construction Wei Dah De- Chairman
Co.,Ltd. 31,093,108 3.8 0 - 0 - velopment of the same
Jing-Lung Huang Co.,Ltd. person
Cathay Life Insurance Co.
Ltd. 27,739,000 3.4 0 - 0 - NO NO
Responsible person: Tiao-
Huei Huang
Fubon Life Insurance
Co.,Ltd. 20,800,050 2.5 0 - 0 - NO NO
Chairman: Richard M. Tsai
CITI Bank Taiwan branch in
custody for Government of 14,295,826 1.7 0 - 0 - NO NO
Norges Bank investment
account
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  • X. The total number of shares and total equity stake held in any single enterprise by the Company, its directors, managers and any companies controlled either directly or indirectly by the Company

==> picture [485 x 159] intentionally omitted <==

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

Investment by directors,
Investment by the Company managers and enterprises Total investment
directly or indirectly
Investees (Note)
controlled by the Company
Share(s) (%) Share(s) (%) Share(s) (%)
Trimurti Holding Corporation 86,920,000 100.00 - - 86,920,000 100.00
Hardison International Corporation 3,896,305 100.00 - - 3,896,305 100.00
Dymas Corporation 1,161,004 19.48 4,798,566 80.52 5,959,570 100.00
TSRC (Vietnam) Co., Ltd. Not applicable 100.00 Not applicable 100.00
----- End of picture text -----

Note: the Company's investment accounted for under equity method

39

Information on capital raising activities

Information on capital raising activities

40

March 20, 2020

I. Capital and shares

<1> Source of capital stock

  • I. Capital and shares

==> picture [496 x 665] intentionally omitted <==

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

Authorized stock capi-tal Paid-in capital Remarks
Issue
Year/
month (NTD)price Shares(s) Amount Shares(s) Amount Property other
(1,000 (1,000 Source of stock capital than cash offset Other
(NTD1,000) (NTD1,000)
shares) shares) against capital
July 1973 10 20,000 200,000 5,100 51,000 Incorporation of Company
Technical coop-
eration remuner-
June
10 20,000 200,000 13,200 132,000 Increase of NTD 51,000,000 ation transferred
1974
to capital stock
NTD 30,000,000
Technical coop-
eration remuner-
February 10 20,000 200,000 20,000 200,000 Increase of NTD 61,928,000 ation transferred
1975
to capital stock
NTD 6,072,000
Novem- 10 40,000 400,000 30,000 300,000 [Increase of NTD ]
ber 1975 100,000,000
Decem- 10 40,000 400,000 40,000 400,000 [Increase of NTD ]
ber 1975 100,000,000
July 1976 10 60,000 600,000 50,000 500,000 [Increase of NTD ]
100,000,000
April 10 60,000 600,000 54,000 540,000 Increase of NTD 40,000,000
1977
NTD 14,000,000
July 1980 10 110,000 1,100,000 73,238 732,380 transferred from earnings
NTD 52,380,000
transferred from capital
Increase of NTD 16,980,000
Septem- 10 110,000 1,100,000 92,300 923,000 NTD 173,640,000 Issue date: May
ber 1981 18,1981
transferred from earnings
Increase of NTD
April 10 120,000 1,200,000 116,000 1,160,000 135,470,000 NTD Listed date:Sep-
1982 101,530,000 transferred tember 25, 1982
from capital
October 10 121,800 1,218,000 121,800 1,218,000 [NTD 58,000,000 ]
1983 transferred from capital
Septem- 10 145,000 1,450,000 127,890 1,278,900 [NTD 60,900,000 ]
ber 1984 transferred from capital
NTD 63,945,000
August 10 145,000 1,450,000 140,679 1,406,790 transferred from earnings
1985 NTD 63,945,000
transferred from capital
Increase of NTD 80,463,000
NTD 119,577,000
ber 1986Septem- 10 164,200 1,642,000 164,200 1,642,000 transferred from earnings
NTD 35,170,000
transferred from capital
NTD 344,820,000
July 1987 10 201,966 2,019,660 201,966 2,019,660 transferred from earnings
NTD 32,840,000
transferred from capital
August 10 238,319 2,383,199 238,319 2,383,199 [NTD 363,539,000 ]
1988 transferred from earnings
August 10 274,068 2,740,679 274,068 2,740,679 [NTD 357,480,000 ]
1989 transferred from earnings
----- End of picture text -----

41

March 20, 2020

I. Capital and shares

==> picture [496 x 578] intentionally omitted <==

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

Authorized stock capi-tal Paid-in capital Remarks
Issue
Year/
month (NTD)price Shares(s) Amount Shares(s) Amount Property other
(1,000 (1,000 Source of stock capital than cash offset Other
(NTD1,000) (NTD1,000)
shares) shares) against capital
October 10 306,956 3,069,560 306,956 3,069,560 [NTD 328,881,000 ]
1991 transferred from earnings
August 10 550,000 5,500,000 369,700 3,697,000 [NTD 627,440,000 ]
1995 transferred from earnings
July 1997 10 550,000 5,500,000 502,900 5,029,000 [NTD 1,332,000,000 ]
transferred from earnings
Authorized
stock capital in-
cludes convert-
July 1998 10 750,000 7,500,000 580,487 5,804,870 [NTD 775,870,000 ] ible corporate
transferred from earnings
bonds totaling
10 million
shares
June 29, 1999
Approved by
July 1999 10 750,000 7,500,000 609,511 6,095,114 [NTD 290,244,000 ] the official letter
transferred from earnings under (88) Tai-
Tsai-Cheng (1)
No. 59287
Approval by let-
ter under Chin-
June 10 750,000 7,500,000 649,909 6,499,095 [NTD 403,981,000 NTD ] Kuan-Cheng-Yi-Tze No.
2006 transferred from earnings 0950124967
dated June 20,
2006
Approval by let-
ter under Chin-
June 10 900,000 9,000,000 714,900 7,149,004 [NTD 649,909,000 ] Kuan-Cheng-Yi-Tze No.
2011 transferred from earnings 1000028593
dated June 22,
2011
Approval by let-
ter under Chin-
June 10 900,000 9,000,000 786,390 7,863,904 [NTD 714,900,000 ] Kuan-Cheng-Yi-Tze No.
2012 transferred from earnings 1010027239
dated June 19,
2012
Approval by let-
ter under Chin-
June 10 900,000 9,000,000 825,709 8,257,099 [NTD 393,195,000 ] Kuan-Cheng-Yi-Tze No.
2014 transferred from earnings 1030023928
dated June 25,
2014
June
10 1,200,000 12,000,000 825,709 8,257,099
2019
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----- Start of picture text -----

March 20, 2020
Authorized stock capital (shares)
Type of shares Remarks
Listed Shares Non-listed shares Total
Common stocks 825,709,978 374,290,022 1,200,000,000
Preferred stocks - - -
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Information related to general report system-Not applicable

42

<2> Shareholders' structure

I. Capital and shares

==> picture [455 x 107] intentionally omitted <==

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

September 07, 2019
Shareholder's Structure Government Financial Other juridical Individual Institutions & Foreign Total
Quantity Agencies Institutions persons Natural Persons
Number of persons 4 20 208 79,790 285 80,307
Share(s) 469,664 61,350,160 211,306,330 273,412,824 279,171,000 825,709,978
Stake(%) 0.06 7.43 25.59 33.11 33.81 100.00
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<3> Diffusion of ownership

Par value NTD10/ September 07, 2019

==> picture [455 x 320] intentionally omitted <==

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

Range of shares held Number of shareholders Shares held Stake (%)
1- 999 38,624 7,283,569 0.88
1,000- 5,000 30,024 64,995,757 7.87
5,001- 10,000 6,168 44,801,315 5.43
10,001- 15,000 2,142 26,339,360 3.19
15,001- 20,000 1,078 19,256,983 2.33
20,001- 30,000 956 23,530,954 2.85
30,001- 50,000 649 25,343,701 3.07
50,001- 100,000 405 28,442,895 3.44
100,001- 200,000 133 18,080,527 2.19
200,001- 400,000 60 16,413,173 1.99
400,001- 600,000 18 8,787,509 1.06
600,001- 800,000 10 7,063,092 0.86
800,001- 1,000,000 4 3,457,746 0.42
1,000,001 above 36 531,913,397 64.42
Total 80,307 825,709,978 100.00
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Preferred stocks shares- The Company does not issue preferred stocks shares.

43

I. Capital and shares

Shares
Shareholders
Shares held Stake (%)
Panama Banco Industrial Company 69,524,417 8.4
Hao Ran Foundation Statutory 60,171,319 7.3
Wei Dah Development Co.,Ltd. 53,708,923 6.5
Formosa Plastics Marine Corporation 41,201,000 5.0
CITI bank Taiwan branch in custody for Government of Singapore Invest-
ment Fund
35,697,332 4.3
Tamerton Group Limited 34,578,143 4.2
Han-De Construction Co.,Ltd. 31,093,108 3.8
Cathay Life Insurance Co. Ltd. 27,739,000 3.4
Fubon Life Insurance Co. Ltd. 20,800,050 2.5
CITI Bank Taiwan branch in custody for Government of Norges Bank in-
vestment account
14,295,826 1.7

<5> Share price, net worth per share, EPS, dividends per share and related information

Unit: NTD

==> picture [484 x 329] intentionally omitted <==

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

Fiscal year 2019 2018 As of March
Item 20,2020
Maximum 29.60 37.95 24.20
Market price Minimum 23.80 26.55 13.55
per share
Average 26.41 31.26 18.88
Before distribution 18.02 18.54 -
Net worth
per share After distribution (Note 1) 17.58 -
Weighted average share(s) 825,709,978 825,709,978 825,709,978
Earnings per share Before adjustment 0.90 1.44 -
EPS
After adjustment (Note 1) 1.44 -
Cash dividend (Note 1) 0.50 0.98 -
Dividend distributed from earnings 0 0 -
Dividends Dividends
per share (Note 1) Dividend distributed from additional paid-in capital - - -
- - -
Cumulative outstanding dividends(Note 2)
Price-earnings (P/E) ratio (Note 3) 29.34 21.71 -
Cash divi- Price-dividend (P/D) ratio(Note 4) 52.82 31.90 -
dend yield
Cash dividend yield(Note 5) 1.89 3.13 -
----- End of picture text -----

Note 1: The dividends for 2019 have not yet resolved by the shareholders' meeting.

Note 2: Requirements for issue of securities provide that the unappropriated dividends in the current year may be cumulative and distributed in the year of earnings, and only the outstanding cumulative dividends in the current year shall be disclosed.

Note 3: P/E ratio=yearly average closing price per share/EPS

Note 4: P/D ratio=yearly average closing price per share/Cash dividend per share

Note 5: Cash dividend yield=cash dividend per share/yearly average closing price per share

44

<6> Dividend policy and implementation status

  1. Dividend policy

  2. The industry operated by our Company has entered a mature and stable stage. Currently, we are striving towards globalization, diversification development actively to meet the long-term plan of the Company and the sustainable growth of the enterprise. The dividend policy of the Company is formulated as follows: if there is surplus left after annual settlement, then 10% will be extracted for statutory surplus reserve after paying all the taxes in accordance with law and compensation of loss in previous years; next, special surplus serve will be proposed or turned around in accordance with Securities and Exchange Act; the remaining amount plus the surplus for distribution in the previous period can supply the surplus for distribution in this year. Hence, surplus distribution plan can be proposed for the distribution of surplus.

II. Corporate Bonds Status

III. Preferred stocks Status

  • IV. Global depository receipts Status

  • V. Employee stock warrants Status

  • VI. New restricted employee shares Status

VII. Status of issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies

VIII. Implementation of capital allocation plans

  • If the previous dividend for shareholders has been distributed, then the cash dividend should not be lower than 20% of the total distributed amount.

The aforementioned surplus distribution plan is drafted by the board of directors and will be proposed in the shareholders' meeting for final resolution.

  1. Distribution of dividends scheduled at the shareholders' annual meeting Cash dividends to be distributed are NTD 0.5 per share.

  2. <7> Effect upon business performance and EPS of stock dividend distribution plans drafted at the shareholders' annual meeting:Not applicable.

<8> Employees' compensation and directors' remuneration

  1. In accordance with the Article 28 of the Company's articles of incorporation, if there is profit for the year, the Company should contribute more than 1% of its profit as employees' compensation, and less than 1% as directors remuneration. The related regulations on distribution of employees' compensation and directors' remuneration were approved by the board of directors.

  2. The amount of the employee's compensation in 2019 is estimated at a certain ratio according to the profit and loss of the current year. The remuneration of the director is accounted for by the expected amount. If there is a discrepancy between the above-estimated amount and the actual issued amount, it will be treated according to the changes in accounting estimates and recorded in the year of issuance.

  3. In accordance with the resolution of the 16th of the board of directors, the compensation of employees distributed is NTD 53,614 thousand which is no different from the annual accrual expenses.

  4. The amount of directors' remuneration is NTD 9,813 thousand, in order to be in line with the operational performance and the market level, the actual amount of distribution approved by the 16th of the board of directors is NTD 4,907 thousand. The difference will be adjusted and recorded into account as Changes In Accounting Estimates in the year 2020.

  5. There are no shares distributed as employees' compensation by the Company in the year 2019.

  6. The Company distributed NTD 64,290 thousand for the employees' compensation and NTD 14,064 thousand for the remuneration of directors by cash, which has no difference with the estimated accrual expense.

<9> Share repurchases: None

II. Corporate bonds - None

  • III. Preferred shares - None

  • IV. Global depository receipts - None

  • V. Employee stock warrants- None

  • VI. New restricted employee shares - None

  • VII. Merger, acquisition and issuance of new shares due to acquisition of shares of the Company - None

  • VIII. Implementation of capital allocation plans- None

45

Overview of business operations

Overview of business operations

46

I. Description of businesses

<1> Business Scope

1. Major business and product lines:

The business focuses on-developing, manufacturing and selling various synthetic materials, including: (1)Synthetic rubber and elastomers: E-SBR, S-SBR, BR and TPE

(2)Applied Materials: Material Mixtures

  1. Product Portfolio

Unit: thousand NTD

  • I. Description of business

==> picture [454 x 79] intentionally omitted <==

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

Items Revenue in 2019 Total Turnover(%)
Synthetic rubber and elastomers 27,108,301 93.77
Applied materials 1,802,422 6.23
Total 28,910,723 100.00
----- End of picture text -----

3. Planned Developments of New Products

Continue to develop microstructure control technology platform for next generation of S-SBR prod1 ucts and build partnership with customers to jointly develop in customized products.

==> picture [45 x 35] intentionally omitted <==

2 Develop differentiated application for the SBC products, such as high-end medical materials, customized shoe materials, thin printing and protective film, lubricant viscosity modifier, etc.

==> picture [45 x 47] intentionally omitted <==

Continue to develop new BR technology platform and apply it in the development of new products to fulfill the high shading and impact resistance needs for customers who changed the materials of 3 plastics while enhancing the processability, rolling resistance and abrasion resistance of tire and shoe materials.

==> picture [48 x 35] intentionally omitted <==

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

4
----- End of picture text -----

Continue to build the optimal process technology and integrate into the new factory design with the highest quality products.

<2> Industry Overview:

1. Global Economic Environment

Major institutions such as International Monetary Fund (IMF) and Organization of Economic Co-operation Development (OECD) previously forecasted a modest rebound in global economic growth in 2020, following a weakest year of growth in 2019, as the major central banks are loosening their monetary policies in response to economic slowdown, trade disputes, geopolitical risks, and debt issues. However, with the recent outbreak and the rapid spread of COVID-19 pandemic, 2020 global economic growth is projected to decline significantly compared to last year. The U.S. Federal Reserve (Fed) reduced the interest rate three times in 2019 to alleviate the concern over trade disputes and economic slowdown. Phase One Trade Agreement signed between the U.S. and China was originally expected to help stabilize the U.S. economy, yet the spread of COVID-19 has forced the Fed to cut interest rate further and announce unlimited quantitative easing (QE) program to mitigate the knock-on effect on U.S. economy. As for China, the prolonged trade dispute has severely affected its manufacturing and exports, and China exports will continue to be impacted by high tariffs until the trade dispute is fully resolved. Moreover, COVID-19 outbreak has directly impacted global markets, supply chains, trades, and financial stability. Although governments and central banks are actively taking fiscal and monetary measures to counter COVID-19, 2020 full-year economic impact and economic outlook still highly depend on when COVID-19 is fully contained and controlled. Taiwan economy is also inevitably impacted by the outbreak as Directorate General of Budget, Accounting and Statistics (DGBAS)trimmed its forecast for the nation’s GDP growth. However, the outbreak may also bring benefits of accelerating the return of overseas Taiwanese firms with increased investment capital.

Geopolitical conflicts causing energy price volatility poses another risk to the global economy. Besides the geopolitical tensions in the Middle East, oil price is greatly impacted byCOVID-19 outbreak, OPEC+ oil production cut negotiations and U.S. shale oil production. Moreover, World Bank indicated in its report that global debt has climbed to a record high in 2019, especially in emerging and developing economies. Although emerging markets are important sources of global economic growth in 2020, the size, speed, and accumulation of debt present a significant risk, flagged as the next breaking point by a number of economists.

Looking ahead, major institutions hold cautious attitude towards global economic outlook and the actual economic growth will depend largely on the duration and severity of the COVID-19 outbreak, the easing of international trade and geopolitical conflicts, and the control of debt level in the emerging countries.

47

2. Relevance of the industry's upstream, midstream and downstream:

  • I. Description of business

==> picture [488 x 124] intentionally omitted <==

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

Downstream customers
Upstream raw materials of (tires, adhesives, plastic
the petrochemical indus- modification, shoe mate-
try rials)
(crude oil, natural gas)
Midstream raw materials Synthetic rubber
of the petrochemical in- TPE
dustry (ethylene, propyl-
ene, butadiene, styrene)
----- End of picture text -----

Upstream raw materials of the industry are crude oil and natural gas. Midstream raw materials refer to raw materials produced by cracking “petrochemical primary raw materials” e.g. naphtha, followed by reactions such as polymerization, oxidation, and synthesization. The downstream of petrochemical industry processes midstream raw materials to produce plastics, chemical fibers, rubbers, and other chemical products such as tires, plastic modification, adhesives,shoe materials and other industrial goods.

  1. Current Industry Status and Outlook:

In 2019, 25.76 million cars were sold in China with annual growth rate of -8.2%, which is a larger decline than 2018. The trade war has made consumers more conservative in addition to the impact from slower economic growth in China. Among them, 21.44 million passenger cars were sold with annual growth rate of -9.6% while 4.32 million commercial cars were sold with annual growth rate of -2.2 %. As for Japanese market, 4.3 million cars were sold in 2019 with annual growth rate of -2.1%. In 2019, car sales displayed declining trend overall. However, in the first half year, due to the rise in the price of natural rubber, even higher than synthetic rubber, some vendors started to increase the use of synthetic rubber to reduce the impact of the car market decline. In the second half year, the price of natural rubber had declined, making the industry back to the high-level competition status. With the impact of the trade war, most customers were conservative with the thoughts of stocking. This made it even harder to develop our business.

In 2019, the supply in the market of SEBS in China had further increased. With the devotion of new production capability from Baling Petrochemical and Huizhou LCY GROUP, the oversupply situation in SEBS has increased exaggeratedly. Among them, it is significantly obvious in the increase in the production volume of all-purpose brand. Since its applications are centralized in traditional material changes in plastics, it will cause a huge impact on the prices in the traditional brand market. Homogeneous competition will further increase, causing huge drop in the price of SEBS. Impacted by the coronavirus in 2020, IMF revised the annual growth of GDP down in February. Originally, it was expected that it can return from 2.9% in 2019 back to 3.3%. However, it may require more time to achieve the expected recovery. Among them China’s economy continues to decrease and it is estimated that the economic growth rate in 2020 could be reduced to 5.6%.

China Association of Automobile Manufactures estimated that the car markets in China in 2020 will continue to decline; the car market in India will decline at least 10% in the new car sales due to the impact from the implementation of new emission standards in 2019. After launching the new emission standards in 2020, it is estimated that the new car sales can return back to positive growth. Though there are high uncertainties in the global economic growth in 2020, new car sale will transform to car ownerships so that total car ownerships will continue to increase, which is helpful to the demand of replacing tires. It is estimated that the tire market can maintain a stable growth in 2020. Regarding the tire market, benefiting from the growth in the overall tire market, the Company will also enhance the promotion of energy-saving rubbers and rubbers not for tire use to strengthen its overall sales.

Looking in the aspect of costs and external environment, it is estimated that the price of SEBS in 2020 will only be slightly impacted by the supporting action. The major reasons influencing the future SEBS prince include macroscopic economy (trade war), the increase in supply, changes in costs and demands from downstream. In the recent years, there will be more and more new production capabilities in China. In the context of oversupply, price competition will become a normal state. The Company is actively making advanced application transformation. However, it is hard to enhance rapidly in the short term. It is inevitable that the future overall price drops.

48

I. Description of business

<3> Overview of technology and R&D

1. R&D expenses

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==> picture [75 x 8] intentionally omitted <==

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

Unit: thousand NTD
----- End of picture text -----

2. Successfully developed technology or products

==> picture [450 x 243] intentionally omitted <==

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

Item Result
Patents 11 patents granted this year.
Completed functionalization modification and successful-
Development of S-SBR products
ly applied in the next generation products.
The Company has achieved commercialized mass produc-
tion of green eco-friendly E-SBR products and optimized
eco-friendly BR quality. With these achievements, the
Development of green and ecofriendly rubber materials
Company has been recognized by customers changed the
materials of plastics, tires and international factories of
shoe materials.
Completed the development of materials for next gener-
Development of new generation HSBC products ation medical applications, graphic printing films, protec-
tive films, foaming and auto component.
Completed the development of new-type reaction tank
design, hydrogenation process, and post-production
Development of leading processing technology technology, etc., to enhance the technical capabilities of
existing production lines, and introduce the design and
construction of new plants in the future.
----- End of picture text -----

49

<4> Long-Term and Short-Term Business Development Plans

In response to the rise of global awareness of Corporate Social Responsibility (CSR), our research and development is focused on developing high value-adding products and technologies with advanced eco-friendly production processes in order to deliver customer satisfactions, solve problems concerning customers' applications of rubbers, and create mutual values. The business development plan includes:

1. Long-Term Plan:

  • I. Description of business

  • (1) The Company continues to develop innovative TPE technology platforms and applications to create differentiation as competitive advantage. In addition, the Company integrates the developments in downstream industries and customers’ demands and continues to develop application materials with high added values, including medical applications, oligopoly HSBC and advanced shoe material market.

  • (2) Establish communication platform with key customer's development team to jointly develop high quality innovative products.

  • (3) Upgrade manufacturing equipment and ingredients to improve production efficiency and optimize production costs. Continue quality improvement of existing products through production process optimization.

  • (4) Evaluate the global value chain development and customers needs of synthetic rubber industry while exploring opportunities in new products/new market/new applications.

  • (5) Optimize resource deployment to increase new product sales and profit.

  • (6) Continue the technical exchanges and collaboration with the academic sector and customers to enhance product value improve process technology via contracted research by the academic sector.

  • (7) With the geographical advantages in Vietnam, the Company enhances its position in advanced shoe materials market, continues to expand customer groups and increases the benefits of supply chain.

2. Short-Term Plan:

  • (1) The Company has newly established 20 thousand tons advanced SEBS devices in Nantong, China and 7 thousand advanced commercial shoe material production line in Binh Duong, Vietnam. Both of them operate smoothly.

  • (2) Execute the strategy to strengthen technology platforms and customers insights to develop high value-adding products and applications , including advanced shoe materials and medical TPE materials, to enrich product portfolio and market segment.

  • (3) Continue strengthening TSRC global supply chain to meet customers' need worldwide by optimizing the sales operation and logistics.

  • (4) Enhance customers' capability and value chain with products of high quality, high differentiation, highly valueadding, and appropriately targeted market segment.

  • (5) Continue exploring opportunities in new products, new markets and new business model and conduct feasibility assessment.

  • (6) In response to the consecutive promotion of eco-friendly tire label in EU, Japan, China, etc., the Company has specifically formed R&D team for S-SBR project to continue to focus on developing and promoting the S-SBR markets with low rolling resistance and wet scratch features and to enhance market shares.

50

II. Analysis of the market as well as the production and marketing situation

<1> Market Analysis

1. Major sales destinations

II. Analysis of the market as well as the production and marketing situation

arket Analysis
Major sales destinations
Unit: thousand NTD/Metric Ton
Name of product 2019 Exported territories
Sales volume Sales amount
Synthetic rubber and elastomers 474,682 27,108,301 China, U.S.A., Thailand, Germany, Turkey, Japan,
Italy
Applied materials 13,544 1,802,422 China, South East Asia, and U.S.A.

2. Market share:

Market share:
Synthetic rubber and
elastomers
Asia is the major market accounting for 70% of the total sales, while Americas and Euro-
zone account for 15% and 11% of total sales respectively.
Applied materials Vietnam is the main market accounting for 49% of total sales, while the second largest
market is Greater China, representing 31% of total sales

3. Industry demand supply and market growth projection

Estimated by LMC research institute, there is no additional production capability of E-SBR in Asia in 2020. However, customers were more conservative with thoughts of stocking due to oversupply in the industry, slower growth in global economy, the emergence of protectionism and geopolitical risks. In the next 3-5 years, it is likely that the situation of oversupply maintained. Regarding this situation, the Company will optimize customer and product combination, distribute orders and adjust the production lines to enhance profit performance.

In the TPE aspect, the demand of SBS is expected to increase 1.9% in 2020 and the production capability will also increase 50 thousand tons due to the increasing demand of modified asphalt. The Company will maintain the same production capability of SIS as in 2019, 438 thousand tons where the demand will increase 2.7% coming from the application of adhesives. In addition, the production capability of SEBS will greatly increase 45 thousand tons. This main reason is that the Company and Sinopec will devote new production capability in 2020. Due to the uncertain factors from the trade war, the demand of SEBS will have an increasing range of 3%. The overall capability utilization of SEBS will be reduced from 70% to 65% due oversupply in the market.

4. Competitive positioning, future development factors and actions

E-SBR is a mature product. The products produced by different factory have little differences. Hence, the costs of the raw materials have become the key for profiting. TSRC Corporation had no integration advantage from the upstream. Thus, our profit was mainly affected by the price trend of the raw materials, especially butadiene. In 2020, there are new production capability of butadiene in Asia. We hope to reduce the cost differences between non-vertical integration factory and vertical integration factory to increase sales. Moreover, TSRC Corporation is actively expanding sales percentages in Southeast Asia and America and the sales energy in India ISRPL through re-investment to get hold of the sales opportunities.

The Company has conducted practical actions for both short-term and long-term benefits, devoted into expanding sales volume and held on to the gross margin to make diversification in market and product combination. Meanwhile, the Company has developed high-value application of TPE in response to the competition with new production capabilities. New advanced technology, SEBS, and the commercial operation of new advanced show material production lines will further enhance the profitability of the company. It is also one of the effective strategies to expand markets.

51

<2> Important application and manufacturing processes of main products

1.Main product important use:

II. Analysis of the market as well as the production and marketing situation

==> picture [455 x 144] intentionally omitted <==

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

E-SBR General material for car tires, soles, conveyor belts, hoses, sport facilities, toys and other industrial prod-
ucts.
S-SBR Energy-saving (low rolling resistance) tires, high-function tires, snow tires and all-season tires.
BR High-speed tires, soles, sport facilities, High Impact polystyrene (HIPS) and other industrial products.
TPE Adhesives, hot-melt adhesive, plastic modification, medical firms, and other industrial products for spe-
cial applications.
Applied Advanced shoe materials, foamed shoe materials, toys, stationery, wire and cable, baby supplies, person-
Materials al care, hand tools covering, materials, car industry and other industries such as refrigeration.
----- End of picture text -----

2.Outline of production process:

==> picture [455 x 214] intentionally omitted <==

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

E-SBR is produced in an emulsion polymerization system. Soap is used as the reaction agent for the
E-SBR polymerization of butadiene and styrene to produce high molecular glue. Then, after the addition of an-
ti-oxidant and extender oil (for oil-extended rubber products), the coagulation crumb is then washed,
dewatered, dried, baled and packaged.
S-SBR is produced in a solution polymerization system. Soap is used as the reaction agent for the polym-
S-SBR erization of butadiene and styrene to produce high molecular glue. Then, after the addition of anti-oxi-
dant and extender oil (for oil-extended rubber products), the coagulation crumb is then washed, dewa-
tered, dried, baled and packaged.
BR BR is produced in a solution polymerization system. Crumb is made after polymerization of butadiene
(BD), and is condensed into pallets, ash content is washed off and then dewatered and packed.
TPE TPE is produced in a solution polymerization system. Crumb is made after polymerization of butadiene
and after being steamed to recall solvent, it is dewatered, pelleting and then packed.
Applied
Materials TPE products and other raw materials are mixed, blended and granulated.
----- End of picture text -----

<3> Supply of main raw materials

The synthetic rubber produced by the Company is mainly polymerized from butadiene and styrene within the petrochemical products.

==> picture [455 x 78] intentionally omitted <==

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

Item Main source Supply situation
Butadiene Domestic, Domestic butadiene is primarily supplied by CPC and FPCC and imported in the case of
imports the short supply.
Styrene Domestic Styrene is primarily supplied by TSMC, FCFC and GPPC
----- End of picture text -----

52

  • <4> Suppliers (Customers) accounting for 10% or more of the Company's total procurement (sales) amount in either of the most recent two fiscal years, the amounts bought from (sold to) each, and the percentage of total procurement (sales) respectively, and reasons for increase/ decrease

  • Major suppliers accounting for 10% or more in procurement in the past two years

Unit: thousand NTD

II. Analysis of the market as well as the production and marketing situation

==> picture [457 x 170] intentionally omitted <==

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

2019 2018
Item Suppliers Value Total net pro-curement (%) Relation to the issuer Suppliers Value Total net pro-curement (%) Relation to the issuer
1 - - - - Company 2,891,681 12 None
A
2 Other 24,762,640 100 - Other 22,082,477 88
Net procure- 24,762,640 100 Net pro- 24,974,158 100
ment curement
The reasons for To reduce the risks encountered due to centralized purchase, the ratio of Company A to annual
changes in amount net purchase was reduced to less than 10%.
----- End of picture text -----

  1. There are no customers accounting for 10% or more of the Company's total sales value in the recent two fiscal years.

  2. <5> Production volume for the most recent two fiscal years

[Unit: thousand NTD/Metric Ton]

==> picture [456 x 114] intentionally omitted <==

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

2019 2018
Product
Capacity Output Output value Capacity Output Output value
Synthetic rubber
561,600 446,816 24,202,460 562,892 490,507 27,853,645
and elastomers
Applied materials 23,260 17,651 1,243,699 20,759 14,009 620,888
Total 584,860 464,467 25,446,159 583,651 504,516 28,474,533
----- End of picture text -----

<6> Volume of units sold for the most recent two fiscal years

Unit: thousand NTD/Metric Ton

==> picture [456 x 173] intentionally omitted <==

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

2019 2018
Product Domestic Export Domestic Export
Volume Value Volume Value Volume Value Volume Value
Synthetic
rubber and 308,978 19,352,451 130,677 8,707,322 340,517 21,694,549 134,238 9,219,258
elastomers
Applied
5,186 444,112 7,769 1,247,333 5,205 416,298 3,496 415,496
materials
Others - - - - - 20,636 - -
Total 314,164 19,796,563 138,446 9,954,655 345,722 22,131,483 137,734 9,634,754
----- End of picture text -----

53

III. Employees information IV. Disbursements of environmental protection

Year Year 2018 2017 February 28, 2019
Direct workers 861 829 862
Indirect workers 747 716 757
Total of employees 1,608 1,545 1,619
Average age 39.9(years old) 39.9(years old) 40.0(years old)
Average seniorities 10.1(years) 10.4(years) 10.0(years)
Ph.D. 1 1 1
Education
level (%)
Master 13 13 13
Bachelor 66 64 66
Senior high school 17 19 17
Below senior high school 3 3 3

IV. Disbursements of environmental protections Losses for environmental pollution

==> picture [484 x 398] intentionally omitted <==

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

2019 Till March 20, 2020
1. On 2019/04/11, Inspection Sector, Environmental Protection Bureau, Kaoh-
siung City discovered foreign flavor and went to the factory to inspect. They
discovered that the foreign flavor came from the cleaning procedure for the
water gun of the tank. This is in violation of Article 32, Paragraph 1, Subpara-
graph 4 of “Air Pollution Control Act”. The Company was fined for NT$ 100
thousand.
2. On 2019/06/07, the natural gas pipeline of boiler was broken by accidentally
digging during the construction on the road outside the factory. To provide
emergency parking steam in the production line, the cogeneration of boiler
reignited the fire for the boiler by using fuel oil temporarily, causing the waste
Sulfur oxides and CEMS in the emission channel of the boiler exceeding the
emission standards. This is in violation of Article 62 of “Air Pollution Control
Act”. The Company was fined for NT$ 100 thousand by Environmental Pro-
tection Bureau, Kaohsiung City.
Kaohsiung Environ-
3. On 2019/08/06, the southern Bureau of Environmental Inspection, Environ- mental Protection
mental Protection Administration inspected the equipment components Bureau came to the
Pollution without notice in advance. The leakage from the bull plug of exit emission factories and sam-
valve to the solvent pipeline in M04 process exceeded “Kaohsiung City
(Type and proce- pled “the status
Regulation and Emission Standards for Volatile Organic Compounds from
dure) of air pollution”
Equipment Component”. This is in violation of Article 20, Paragraph 1 of “Air
and “surrounding
Pollution Control Act”. The Company was fined for NT$ 100 thousand. smell”. Both satis-
4. On 2019/10/01, Environmental Protection Bureau, Kaohsiung City inspected
fied the regulations.
equipment components in the joint inspection project for Da She Industrial
Zone. The leakage from the cover component of the filter to some butadiene
transmission pipeline in M02 process exceeded “Kaohsiung City Regulation
and Emission Standards for Volatile Organic Compounds from Equipment
Component”. This is in violation of Article 20, Paragraph 1 of “Air Pollution
Control Act”. The Company was fined for NT$ 200 thousand. Regarding the
violation of Article 53 and 54 of Waste Disposal Act, the company submitted
opinions on the violation matters and has not received the reply from Envi-
ronmental Protection Bureau, Kaohsiung City.
5. On 2019/11/22, Environmental Protection Bureau, Kaohsiung City discovered
that foreign flavor escaped from the equipment, M03 processing unit “adhe-
sive drain filter” and “fluidized baking bed”, causing air pollution. This is in
violation of Article 32, Paragraph 1, Subparagraph 3 of “Air Pollution Control
Act”. The Company was fined for NT$ 100 thousand.
Counterpart, or
authority impos- Kaohsiung Environmental Protection Bureau None
ing fines
----- End of picture text -----

54

  • V. Labor relations

  • 2019 Till March 20, 2020 Was not punished or

  • Compensation and fines NTD 700,000 fined by competent agencies

    1. Regarding foreign flavor coming from the cleaning procedure for the water gun of the tank, the measures for improvement are as follows: (1) Check the three-channel valve when uninstalling the reaction tank each time to see whether it was tightened properly to fixed position or whether it had leakage. When encountering anomalies, repair or replace the valve.
  • (2) Clean up the waste adhesive when cleaning the water gun on the same day.

    1. Regarding the leakage from the bull plug of exit emission valve to the solvent pipeline in M04 process, the measures for improvement are as follows: (1) The acceptance system for implementing leakage inspection required after tightening the bull plug.
  • (2) Each factory should create equipment component leakage map and hold an equipment component leakage repair and improvement review meeting each season. Continue to maintain

  • Adaption of (3) Use the infrared VOC leakage detector, Eye C Gas, to enhance the inspecproper function of

  • improvement measures (4) Engineering safety sector should perform 100-point component inspec-tion speed. pollution protection equipment tion at easily leaked zone in each factory (the definition of leakage is 500ppm) every month while the on-site unit shall perform self-inspection on 300 points every week. Meanwhile, these will be listed into the performances each month.

  • Regarding the leakage from the cover component of the filter to some butadiene transmission pipeline in M02 process, the Company replaced the old filter to eliminate the leakage risk.

  • Regarding foreign flavor escaped from the equipment, M03 processing unit “adhesive drain filter” and “fluidized baking bed” causing air pollution, the measures for improvement are as follows:

    • (1) Check all the parts emitting the FBC foreign flavor in the 6400 zone. Then repair and improve the equipment.

    • (2) Improve the solvent recovery stripping efficiency and enhance waste air VOC removal efficiency.

V. Labor relations

<1> Employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and measures for preserving employees' rights and interests:

  1. Employee benefit plans, continuing education, training, retirement systems, and the status of their implementation:

Regarding welfare measures, besides providing employees with cash gifts for the three major festivals (Dragon Boat Festival, Moon Festival, Chinese New Year), birthday and Labor day through Employee Welfare Committee, the Company also implements “cafeteria benefit”, a welfare project for employees to combine the “bonus points” satisfying their own welfare demands, including travel and leisure activities, education subsidy for their children, self-selected group buying of daily supplies from employee welfare club, etc., to truly implement the actual concepts of employee welfare.

As for the insurance, TSRC, in addition to the statuary labor and health insurance, also provide free group insurance to employees that covers family members of employees. As for the labor pension system, TSRC conduct the business in accordance with the Labor Standards Act and labor pension system. TSRC allocates a pension to the pension accounts of employees based on the pension actuarial report provided by actuaries every year. The gap between the estimated pension and actual pension amount for personnel who are qualified for retirement by the end of every year is allocated by March 31 of every year in accordance with the regulations, in order to protect the right of retirement of employees.

In respect of employees' training, the rules for employees' training are followed. The training plans are set based on the Company's business policies, units' requirements and relevant laws/regulations, and the general knowledge, professional skills and management ability programs for the newly recruited and employees are handled according to the plans. Meanwhile, the“life-time learning” goal is fulfilled through such training modes as OJT, Off-JT and SD, with the training fees in 2019 being to the value of NTD14,467,000. The average training fees per person were NTD9,000 and the training hours per person were 31 hours.

55

2. Measures for preserving employees' rights and interests:

Since the incorporation of the labor union, the Company has held meetings between employer and labor periodically, and negotiated for the laborers” interests and rights through formal meetings. In 2019, the Company held four meetings in total.

Furthermore, according to the Labor Standard Law and Accounting Handling Rules on Pension, the Company will contribute the pension fund to the employees' personal accounts in the Bank of Taiwan and Bureau of Labor Insurance on a monthly basis.

Meanwhile, the“Reserve Labor Pension Fund Supervisory Commission” will hold meetings to review the utilization of pension funds periodically to protect the retired employees' interests and rights.

  • <2> In 2019 and until the publication date, there is no loss suffered from labor disputes.

<3> Estimated loss suffered by the Company due to labor disputes currently and in the future, and explanation measures

VI. Material contracts

Since the Company's incorporation with the union, the relationship between employees and the Company has remained fair through the good interaction and communication between employees and the Company. Therefore, no significant dispute over labor has occurred, let alone the loss thereof. Therefore, the Company and employees will abide by the communication models to create a win-win situation when proceeding with communication, and there is no likelihood of any monetary loss resulting from labor dispute.

VI. Material contracts

March 20, 2020

==> picture [487 x 433] intentionally omitted <==

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

Nature Concerned party Duration Contents Restrictive terms
The joint venture for production
UBE Industries Ltd., October 20, 1995 until
and sale of BR with the annual
Joint venture Marubeni Corporation termination of the co-
capacity of 50 thousand metric
UBE (Thailand) Co.,Ltd operative relationship tons of BR in Thailand
The joint venture for production
UBE Industries Ltd., October 26, 2006 until
Joint venture Marubeni Petrochemi- termination of the co- and sale of BR plant with the
cals Investment B.V. operative relationship annual capacity of 72 thousand metric tons in China
Authorize for production of ther-
Technology JSC VORONEZHSYN- May 27, 2009 until 10 moplastic elastomers with the
license THEZKAUCHUK years after the official annual capacity of 50 thousand
production metric tons
The joint venture for production
April 3, 2010 until
Joint venture Indian Oil Corporation termination of the co- and sales of ESBR plant with the
annual capacity of 120 thousand
operative relationship metric tons in India
September 1, 2010
Technology Indian Synthetic Rubber until termination of A license for India Synthetic Rubber Private Limited. to use
license Private Ltd. the cooperative rela-
ESBR technology
tionship
The joint venture for production
May 7, 2010 until
Joint venture ARLANXEO Holding B.V termination of the co- and sales of NBR plant with the
annual capacity of 30 thousand
operative relationship metric tons in China
December 1, 2010 un-
ARLANXEO–TSRC (Nan- A license for ARLANXEO-TSRC
Technology til termination of the
license tong) Chemical Indus- cooperative relation- (Nantong) Chemical Industrial
trial Co., Ltd Co Ltd. to use NBR technology
ship
Technology TSRC (Nantong) January 1, 2012 to Extend to a 35 thousand metric
license Industrial Ltd. January 1, 2022 tons-SEBS technology licensing
Technology TSRC (Nantong) January 1, 2014 to
license Industrial Ltd. December 31, 2023 Authorize to use SIS technology
----- End of picture text -----

56

VI. Material contracts

==> picture [543 x 448] intentionally omitted <==

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

Nature Concerned party Duration Contents Restrictive terms
September 1, 2017 to
within ten years start- Adding the permission for SEBS
Technology TSRC (Nantong) ing from the issuance authorized products with the an-
license Industrial Ltd. of the first invoice of nual production of 20 thousand
the new production metric tons
line
Medi-
um-and October 17, 2018 to Loan amount cannot be
Bank of Taiwan Loaned NTD 1,500 million
long-term November 23, 2021 drawn again.
loan
Medi-
um-and Mega Bank May 02, 2018 to Loaned NTD 500 million Loan amount cannot be
long-term October 23, 2023 drawn again.
loan
Medi-
um-and March 21, 2018 to Loan amount cannot be
MUFG Bank Loaned NTD 500 million
long-term March 23, 2021 drawn again.
loan
Repaid amount of NTD
500 million cannot be
Medi- drawn again. The amount
um-and March 23, 2018 to of NTD 500 million is cal-
CTBC Bank Loaned NTD 1,000 million
long-term March 28, 2023 culable mobility. Amount
loan of mobility cannot be
lower than 70% of the
total amount each time.
Medi-
um-and Standard Chartered May 28, 2018 to Loaned NTD 500 million Loan amount cannot be
long-term Bank June 25, 2021 drawn again.
loan
----- End of picture text -----

57

Overview of financial status

Overview of financial status

58

I. Condensed balance sheet and statement of comprehensive income for recent five fiscal years

<1> Condensed balance sheet

Unit: thousand NTD

  • I. Condensed balance sheet and statement of comprehensive income for the recent five fiscal years

==> picture [484 x 526] intentionally omitted <==

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

Fiscal year Financial information for the recent years
Individual
Item 2019 2018 2017 2016 2015
Current assets 4,024,296 4,200,063 3,709,562 3,885,668 3,532,055
Property, plant and equipment 2,727,714 2,789,755 2,760,238 2,699,834 2,686,179
Intangible assets 44,819 65,778 86,312 37,972 49,355
Other assets 17,494,817 17,248,237 16,104,401 16,125,052 16,128,518
Total assets 24,291,646 24,303,833 22,660,513 22,748,526 22,396,107
Before distribution 4,813,822 4,790,367 6,304,390 5,141,128 3,398,866
Current liability
After distribution (Note) 5,599,562 7,097,072 5,966,838 4,274,119
Non-current liability 4,602,132 4,202,463 1,478,607 2,266,177 2,752,556
Before distribution 9,415,954 8,992,830 7,782,997 7,407,305 6,151,422
Total liability
After distribution (Note) 9,802,025 8,575,679 8,233,015 7,026,675
Equity attributable to shareholders of the parent 14,875,692 15,311,003 14,877,516 15,341,221 16,244,685
Common stock 8,257,099 8,257,099 8,257,099 8,257,099 8,257,099
Capital surplus 47,140 45,158 41,043 849 849
Before distribution 5,917,502 5,809,486 5,431,836 5,381,012 5,414,016
Retained earnings
After distribution (Note) 5,000,291 4,639,154 4,555,302 4,538,763
Other equity 653,951 1,199,260 1,147,538 1,702,261 2,572,721
Treasury stock 0 0 0 0 0
Non-controlling interest 0 0 0 0 0
Before distribution 14,875,692 15,311,003 14,877,516 15,341,221 16,244,685
Total shareholders' equity
After distribution (Note) 14,501,808 14,084,834 14,515,511 15,369,432
----- End of picture text -----

Note: The earnings in 2019 will be distributed subject to the resolution of the shareholders' meeting in 2020.

59

  • I. Condensed balance sheet and statement of comprehensive income for the recent five fiscal years

==> picture [540 x 611] intentionally omitted <==

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

Fiscal year Financial information for the recent years
Consolidated
Item 2019 2018 2017 2016 2015
Current assets 15,365,918 14,861,158 13,913,627 13,627,402 12,389,236
Property, plant and equipment 10,037,395 8,768,849 8,558,709 8,947,258 9,875,244
Intangible assets 1,669,885 1,851,601 1,942,350 2,179,937 2,397,426
Other assets 5,441,725 4,748,561 4,584,655 5,015,330 5,332,079
Total assets 32,514,923 30,230,169 28,999,341 29,769,927 29,993,985
Before distribution 9,300,535 8,172,613 10,811,273 9,963,898 7,974,847
Current liability
After distribution (Note) 8,981,808 11,603,955 10,789,608 8,850,100
Non-current liability 6,761,665 5,175,715 1,744,622 2,754,204 3,942,024
Before distribution 16,062,200 13,348,328 12,555,895 12,718,102 11,916,871
Total liability
After distribution (Note) 14,157,523 13,348,577 13,543,812 12,792,124
Equity attributable to shareholders of the parent 14,875,692 15,311,003 14,877,516 15,341,221 16,244,685
Common stock 8,257,099 8,257,099 8,257,099 8,257,099 8,257,099
Capital surplus 47,140 45,158 41,043 849 849
Before distribution 5,917,502 5,809,486 5,431,836 5,381,012 5,414,016
Retained earnings
After distribution (Note) 5,000,291 4,639,154 4,555,302 4,538,763
Other equity 653,951 1,199,260 1,147,538 1,702,261 2,572,721
Treasury stock 0 0 0 0 0
Non-controlling interest 1,577,031 1,570,838 1,565,930 1,710,604 1,832,429
Before distribution 16,452,723 16,881,841 16,443,446 17,051,825 18,077,114
Total shareholders' equity
After distribution (Note) 16,072,646 15,650,764 16,226,115 17,201,861
----- End of picture text -----

Note: The earnings in 2019 will be distributed subject to the resolution of the shareholders' meeting in 2020.

60

Condensed statement of comprehensive income

Unit: thousand NTD

  • I. Condensed balance sheet and statement of comprehensive income for the recent five fiscal years

==> picture [485 x 386] intentionally omitted <==

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

Fiscal year Financial information for the recent years
Individual
Item 2019 2018 2017 2016 2015
Operating revenue 10,856,945 10,834,520 11,254,655 8,831,537 8,636,050
Gross profit 1,072,357 1,107,890 896,998 869,843 1,014,433
Operating profit 129,881 250,966 106,207 143,220 295,190
Non-operating income and expenses 788,028 1,077,163 790,340 928,346 -6,465
Net income before tax 917,909 1,328,129 896,547 1,071,566 288,725
Net income 740,316 1,192,186 874,107 988,352 529,115
Other comprehensive income (loss) (368,414) 29,868 (552,296) (934,084) 765,989
Total comprehensive income 371,902 1,222,054 321,811 54,268 1,295,104
Net income attributable to shareholders
740,316 1,192,186 874,107 988,352 529,115
of the parent
Net income attributable to non-con-
0 0 0 0 0
trolling interests
Total comprehensive income attributable
371,902 1,222,054 321,811 54,268 1,295,104
to shareholders of the parent
Total comprehensive income attributable 0 0 0 0 0
to non-controlling interests
EPS (Note) 0.90 1.44 1.06 1.20 0.64
----- End of picture text -----

Note: EPS (loss) is computed by income (loss) after tax divided by weighted average outstanding shares. The shares increased after earnings or additional paid-in capital transferred to capital should be computed retroactively.

61

[ Unit: thousand NTD]

  • I. Condensed balance sheet and statement of comprehensive income for the recent five fiscal years

==> picture [485 x 382] intentionally omitted <==

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

Fiscal year Financial information for the recent years
Consolidated
Item
2019 2018 2017 2016 2015
Operating revenue 28,910,723 29,751,218 31,766,237 26,955,090 25,981,759
Gross profit 3,377,284 3,488,714 3,328,879 3,880,881 3,375,615
Operating profit 1,084,861 1,301,814 1,202,526 1,764,946 1,396,683
Non-operating income and expenses 169,777 328,629 (65,391) (157,636) (750,683)
Net income before tax 1,254,638 1,630,443 1,137,135 1,607,310 646,000
Net income 817,120 1,233,670 849,717 1,093,607 601,147
Other comprehensive income (loss) (439,025) (6,708) (568,595) (1,072,228) 737,495
Total comprehensive income 378,095 1,226,962 281,122 21,379 1,338,642
Net income attributable to sharehold-
740,316 1,192,186 874,107 988,352 529,115
ers of the parent
Net income attributable to non-con-
76,804 41,484 (24,390) 105,255 72,032
trolling interests
Total comprehensive income attribut-
371,902 1,222,054 321,811 54,268 1,295,104
able to shareholders of the parent
Total comprehensive income attribut-
6,193 4,908 (40,689) (32,889) 43,538
able to non-controlling interests
EPS (Note) 0.90 1.44 1.06 1.20 0.64
----- End of picture text -----

  • Note: EPS (loss) is computed by income (loss) after tax divided by weighted average outstanding shares. The shares increased after earnings or additional paid-in capital transferred to capital should be computed retroactively.

CPA's name and auditor's opinion

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

Fiscal year CPA's name Auditor's opinion
2019 Po Shu Huang Unqualified opinion
Ming Hung Huang
2018 Po Shu HuangAnn Tine Yu Unqualified opinion
2017 Po Shu HuangAnn Tine Yu Unqualified opinion
2016 Po Shu HuangAnn Tine Yu Unqualified opinion
2015 Po Shu HuangAnn Tine Yu Unqualified opinion
----- End of picture text -----

62

  • II. Financial analysis for the recent five fiscal years

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

II. Financial analysis for the recent five fiscal years
Financial analysis
Fiscal year Financial information for the recent years
Individual
Item
2019 2018 2017 2016 2015
Debt-asset ratio(%) 38.76 37.00 34.35 32.56 27.47
Financial
structure
Ratio of long-term capital to property, plant and equipment(%) 714.07 699.47 592.56 652.17 707.22
Current ratio(%) 83.60 87.68 58.84 75.58 103.92
Solvency Quick ratio(%) 35.99 34.79 23.76 35.57 53.21
Interest coverage ratio(%) 10.03 17.39 13.53 19.50 6.89
Receivables turnover rate (times) 9.92 9.88 9.21 7.27 6.19
Average collection days for receivables 36.79 36.94 39.63 50.21 58.97
Inventory turnover rate (times) 4.17 4.19 4.94 4.29 4.56
Operating Payables turnover rate (times) 10.97 11.90 11.26 9.49 12.37
ability
Average days of sales 87.53 87.11 73.89 85.08 80.04
Property, plant and equipment turnover rate (times) 3.94 3.90 4.12 3.28 3.39
Total assets turnover rate(times) 0.45 0.46 0.50 0.39 0.39
Return on assets(%) 3.38 5.36 4.11 4.59 2.56
Return on equity(%) 4.90 7.90 5.79 6.26 3.26
Profitability Ratio of income before tax to paid-in capital (%) 11.12 16.08 10.86 12.98 3.50
Profit margin before tax (%) 6.82 11.00 7.77 11.19 6.13
EPS (NTD) 0.90 1.44 1.06 1.20 0.64
Cash flow ratio (%) 13.27 6.81 2.58 2.30 31.33
Cash flows Cash flow adequacy ratio(%) 32.18 28.13 41.77 41.65 (Note)
Cash flow reinvestment ratio(%) (0.67) (1.85) (3.02) (3.31) (0.79)
Operating leverage 37.22 15.65 30.93 21.22 10.53
Leveraging
Financial leverage 4.59 1.48 3.07 1.68 1.20
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  1. Interest protection multiples and income before tax accounted for paid-in capital are as a result of the decrease in income before tax.

  2. Return on Total Assets Ratio, return on equity, profit margin and earnings per share are mainly as a result of the decrease in net income.

  3. Cash flow ratio and cash re-investment ratio are as a result of the cash flow increase in operating activities.

  4. DOL and DFL are as a result of the decrease in operating profit.

Note: There are no five-year IFRS financial

63

II. Financial analysis for the recent five fiscal years

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

Fiscal year Financial information for the recent years
Consolidated
Item
2019 2018 2017 2016 2015
Debt-asset ratio(%) 49.40 44.16 43.30 42.72 39.73
Financial
structure
Ratio of long-term capital to property, plant and equipment(%) 231.28 251.54 212.51 221.36 222.97
Current ratio(%) 165.22 181.84 128.70 136.77 155.35
Solvency Quick ratio(%) 92.98 102.14 72.44 82.41 95.02
Interest coverage ratio(%) 6.88 10.62 7.04 11.61 5.14
Receivables turnover rate (times) 8.19 8.21 8.19 7.59 7.21
Average collection days for receivables 44.56 44.45 44.56 48.08 50.62
Inventory turnover rate (times) 3.97 4.21 4.98 4.54 4.25
Operating Payables turnover rate (times) 12.88 15.71 15.75 14.71 16.85
ability
Average days of sales 91.93 86.69 73.29 80.39 85.88
Property, plant and equipment turnover rate (times) 3.07 3.43 3.63 2.86 2.61
Total assets turnover rate(times) 0.92 1.00 1.08 0.90 0.82
Return on assets(%) 3.09 4.62 3.42 4.08 2.31
Return on equity(%) 4.90 7.40 5.07 6.23 3.32
Profitability Ratio of income before tax to paid-in capital (%) 15.19 19.75 13.77 19.47 7.82
Profit margin before tax (%) 2.83 4.15 2.67 4.06 2.31
EPS (NTD) 0.90 1.44 1.06 1.20 0.64
Cash flow ratio (%) 27.93 22.92 14.72 9.11 52.71
Cash flows Cash flow adequacy ratio(%) 91.81 99.39 109.82 103.78 (Note)
Cash flow reinvestment ratio(%) 5.05 3.11 2.41 (0.18) 8.62
Operating leverage 5.95 8.52 8.23 5.76 6.88
Leveraging
Financial leverage 1.21 1.15 1.19 1.09 1.13
----- End of picture text -----

  1. Interest protection multiples is as a result of the decrease in income before tax.

  2. Income before tax accounted for paid-in capital is as a result of the decrease in income before tax.

  3. Return on Total Assets Ratio, return on equity, profit margin and earnings per share are mainly as a result of the decrease in net income.

  4. Cash flow ratio and cash re-investment ratio are as a result of the cash flow increase in operating activities.

  5. Note: There are no five-year IFRS financial

64

1. Financial structure:

  • (1) Debt-asset ratio =total liabilities /total assets

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

2. Solvency:

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

  • (2) Quick ratio =(current assets -inventory -prepaid expenses) /current liabilities

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

3. Operating ability:

  • (1) Receivables (including accounts receivable and notes receivable arising from business operations) turnover rate = net sales /average receivables (including accounts receivable and notes receivable arising from business operations) for each period

  • II. Financial analysis for the recent five fiscal years

  • (2) Average collection days for receivables = 365 /receivables turnover rate

  • (3) Inventory turnover rate = cost of sales /average inventory

  • (4) Payables (including accounts payable and notes payable arising from business operations) turnover rate = cost of sale / average payables (including accounts payable and notes payable arising from business operations) for each period

  • (5) Average days of sale = 365 /inventory turnover rate

  • (6) Property, plant and equipment turnover rate = net sales /average net worth of property, plant and equipment

  • (7) Total asset turnover rate = net sales /average total assets

4. Profitability:

  • (1) Return on assets = [net income + interest expenses (1 -tax rate)] /average total assets

  • (2) Return on equity = net income /average total equity

  • (3) Profit margin before tax = net income /net sales

  • (4) EPS =(profit and loss attributable to owners of the parent -dividends on preferred shares) /weighted average number of issued shares

5. Cash flow:

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

  • (2) Net cash flow adequacy ratio = net cash flow from operating activities for the most recent five years /(capital expenditures + inventory increase + cash dividend)

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

6. Leveraging:

  • (1) Operating leverage = (net operating revenue -variable operating costs and expenses) /operating income

  • (2) Financial leverage = operating income /(operating income -interest expenses)

65

III. Audit Committee's Report

The Board of Directors has prepared and submitted the Company's 2019 Business Report, Financial Statements and earnings distribution proposal. The above Financial Statements have been audited by KPMG and an audit report is accordingly issued . The above Business Report, Financial Statements, and earnings distribution proposal have been examined and deemed as fairly presented by Audit Committee. This Audit Report is duly submitted in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Submission for perusal.

To:

The 2020 Annual Shareholders' Meeting

  • III. Audit committee's report

TSRC Corporation

The convener of Audit Committee Robert Hung

Date: March 17, 2020

66

  • IV. Consolidated financial statements and independent auditors' report for the most recent fiscal year- Please refer to Page 86.

  • V. Individual financial statements and independent auditors' report for the most recent fiscal year-Please refer to Page 158.

  • VI. The impact of financial difficulties in the Company and its affiliates on the Company's financial situation-None.

  • IV. Consolidated financial statements and independent auditors' report for the most recent fiscal year

  • V. Parent company-only financial statements and independent auditors' report for the most recent fiscal year

  • VI. The impact of financial difficulties in the Company and its affiliates on the Company's financial situation

67

Review and analysis of the Company's financial position and financial performance, and risk management

Review and analysis of the Company's financial position and financial performance, and risk management

68

I. Financial position:

Unit: thousand NTD

I. Financial position II. Financial performance

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Item Fiscal year 2019 2018 Amount change Percentage change (%)
Current assets 15,365,918 14,861,158 504,760 3.40
Property, plant and equipment 10,037,395 8,768,849 1,268,546 14.47
Intangible assets 1,669,885 1,851,601 (181,716) (9.81)
Other assets 5,441,725 4,748,561 693,164 14.60
Total assets 32,514,923 30,230,169 2,284,754 7.56
Current liabilities 9,300,535 8,172,613 1,127,922 13.80
Non-current liabilities 6,761,665 5,175,715 1,585,950 30.64
Total liabilities 16,062,200 13,348,328 2,713,872 20.33
Capital stock 8,257,099 8,257,099 0 0.00
Capital Surplus 47,140 45,158 1,982 4.39
Retained earnings 5,917,502 5,809,486 108,016 1.86
Total shareholders' equity 16,452,723 16,881,841 (429,118) (2.54)
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Description of addition, deduction, changes, and impacts:

The increase in non-current liabilities is due to the increase in long-term borrowings to attend to the capital expenses, which is applicable to “rent” increase rent liabilities in IFRS.

II. Financial performance:

Analysis and comparison of financial performance

Unit: thousand NTD

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Item Fiscal year 2019 2018 Amount change Percentage change (%)
Revenue 28,910,723 29,751,218 (840,495) (2.83)
Operating cost 25,533,439 26,262,504 (729,065) (2.78)
Gross profit 3,377,284 3,488,714 (111,430) (3.19)
Operating expenses 2,459,898 2,439,413 20,485 0.84
Other income and expenses 167,475 252,513 (85,038) (33.68)
Operating profit 1,084,861 1,301,814 (216,953) (16.67)
Non-operating revenues and gains 169,777 328,629 (158,852) (48.34)
Net income before tax 1,254,638 1,630,443 (375,805) (23.05)
Less: income tax expenses 437,518 396,773 40,745 10.27
Net income 817,120 1,233,670 (416,550) (33.77)
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Description of addition, deduction, changes, and impacts:

  1. The reduction in other revenues and expenses is due to the decrease in rent and royalty income.

  2. The reduction in non-operating income and interests is due to the reduction in the re-investment profits.

69

Sales volume forecast and the basis there of

Unit: metric ton

Name of product 2020 2020
Sales volume fore cast Basis
Synthetic rubber
and elastomers
505,000 Subject to the requirement of the market and customers
Applied Materials 11,000 Subject to the requirement of the market and customers forecast growth
Total 516,000

III. Cash flow analysis:

III. Cash flow analysis

Ch bl t Net cash flow
f ti
Cash inflow The impact of
h t
Rid Remedy for insufficient cash Remedy for insufficient cash
as aance a
the beginning
rom operang
activities of the
year
(outflow) of the
year
excange rae
fluctuation on
cash
emaner
(deficit) of cash
Investment plan Financial plan
4,527,752 2,597,981 (2,070,108) (360,345) 4,695,280 - -

<1> Analysis of change in cash flow in the current year:

  1. Business activities: Mainly comes from the cash flow NT$ 2,367,187 thousand from the gains and losses, cash flow NT$ 546,550 thousand, net interest expenses NT$ 72,167 thousand and paid income tax NT$ 243,589 thousand from the net changes in operating assets and liabilities.

  2. Investment activities: net cash flow from investment activities NT$ 1,997,344 thousand, which comes mainly from the cash flow to acquire real estate, factories and equipment, NT$ 2,453,402 thousand, the collection of dividends, NT$ 159,352 thousand, disposal of financial assets NT$ 246,302 thousand and disposal of other non-current assets NT$ 50,404 thousand.

  3. Fundraising activities: the net cash flow from fundraising activities is NT$ 72,764 thousand, which comes mainly from the increase in short-term borrowings NT$ 651,635 thousand, the increase in long-term borrowings NT$ 276,342 thousand, and the repayment of rent principal NT$ 195,171 thousand and distribution of cash dividends NT$ 805,570 thousand.

<2> Corrective measures to be taken in response to illiquidity: None

  • <3> Liquidity analysis for the coming year:

Unit: thousand NTD

Cash balance at the
beginning(1)
Projected cash flow
from operation of
the year (2)
Estimated annual
net cash flow
from investing
and financing
activities(3)
Projected
remainder (deficit)
of cash (1)+(2)-(3)
Remedy for insufficient cash Remedy for insufficient cash
Investment plan Financial
plan
4,695,280 2,135,000 (1,969,161) 4,861,119 - -

70

  • IV. Impact of major capital expenditures within the most recent fiscal year on financial operations.

<1> Major capital expenditure condition and source of funding

Unit: thousand NTD

  • IV. Effect upon financial operations of any major capital expenditure during the most recent fiscal year

  • V. The Company's reinvestment policy for the most recent fiscal year, the main reasons for profit/ loss generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year

VI. Analysis and assessment of risk management

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Actual of Year
Item Sources of funds intended Amount
completion date 2019 2020
New lines of SEBS Self-owned capital and 2019 3,069,000 1,435,600 734,600
loads from banks
SIS Pelletizing Self-owned capital 2020 294,500 137,700 93,800
Production lines of ad- Self-owned capital and 2019 731,600 501,600 154,000
vanced shoe materials loads from banks
R&D center Self-owned capital 2020 233,000 0 233,000
Small commercialized
Self-owned capital 2022 1,333,000 0 75,000
factory
----- End of picture text -----

  • <2> Benefits generated: Expected to increase profitability.

  • V. The Company's reinvestment policy for the most recent fiscal year, the main reasons for profit/loss generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year:

  • The Company continues holding on to the leading position in synthetic rubber. In terms of re-investment policy, the Company is actively stepping into the direction of making product development with high gross profit and high added value in special grade rubber to maintain the overall operating performances of the company.

  • VI. Analysis and assessment of risk management

  • <2> The effect of the change in interest rate and exchange rate and inflation on the profit and loss of the Company and future countermeasures

Unit: thousand NTD

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

2019 Amount Accounting for the percentage of Accounting for the percentage of
net operating revenues (%) net profit before taxation (%)
Net interest income (expense) (96,675) (0.3) (7.7)
Net exchange gain (loss) 45,523 0.2 3.6
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Interest rate change:

The interest rate risk of the Company comes from the liabilities generated from the operating demand. If there are obvious fluctuations for the expected interest rate, the Company will adopt proper financial instruments, such as long-term liabilities with fixed interest rates, adjustment in the borrowing currency or loan period, to lower the costs of funds with the most suitable borrowing portfolio.

Exchange rate fluctuation:

The Company pays and collects money in foreign currencies in both sales and procurement. Hence, significant changes in exchange rate will affect the operating income, sales costs and operating profits of the Company. The Company has made exchange rate hedging on net position after cancelling out the assets and liabilities in foreign currencies held or expected to be traded to reduce the impact of fluctuations in exchange rate on our business operations. Inflation:

The fluctuation of raw material prices may have an impact on the operation costs of the Company. The responding measures against the risk include the mechanism of bulk procurement and long-term contracts to lower the changes in costs. As for the sale price of products, the Company will make proper adjustments in accordance with costs and market conditions to manage the impact generated from inflation on the Company.

71

<2> Policy on high risk and high leverage investments, loans to others, guarantee and endorsement and derivative transactions, and the main reason for profit or loss, and response measure to be taken in the future

The Company has not engaged in any high-risk, high-leveraged investments, extending loans to others, or derivatives transactions. Granting endorsements and guarantees is limited to an investee Company accounted for under the equity method. The above transactions will be performed in accordance with relevant requirements prescribed in the Company's “Procedures for the Handling Acquiring or Disposal of Assets,” “Procedures for Extending Loan to Others,” “Procedures for Granting Endorsements and Guarantees.”

  • <3> R&D work to be carried out in the future and future expenditures expected for R&D work

IV. Effect upon financial operations of any major capital expenditure during the most recent fiscal year

  • V. The Company's reinvestment policy for the most recent fiscal year, the main reasons for profit/ loss generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year

  • VI. Analysis and assessment of risk management

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Unit: thousand NTD
Expected R&D
Project name
spending
Develop new generation S-SBR products and enhance the capabilities of core technologies 50,000
Develop New catalyst BR products 35,000
Develop high value-added TPE products 350,000
Develop customized shoe materials and high-end applied materials 185,000
Develop a leading production process technology platform 115,000
----- End of picture text -----

  • <4> Effect on the Company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response.

The Company has always complied with government's laws and regulations and monitored the change in government policies and laws at home and abroad. The change in government policies and laws in the country and overseas in the recent year did not cause any effect to the Company's finance and operations.

  • <5> Effect of changes in technology and industry dynamics on the Company's financial and business operations, as well as the measures to be taken in response:

As the industry technology develops, TSRC has invested greatly in R&D and process technology, continued to build various technology platforms, and worked with customers to jointly develop new technologies and products. Through these activities, TSRC was able to enhance its technology and provide new solutions for customers, strengthening TSRC's position in specialty materials applications and market segments. Since synthetic rubber business is highly influenced by the external factors such as butadiene price, natural rubber price, and synthetic rubber supply-demand balance, a sales-production-procurement (SPP) coordination mechanism is in place to periodically review those external factors to control upstream cost and reduce the impact of price fluctuations to the Company. In addition, TSRC has expanded its global presence to reduce the risk of being held limited to a single geographic location or industrial area, further strengthening TSRC's ability in responding to market changes.

  • <6> Effect of changes in the Company's corporate image on the Company's crisis management, and measures to be taken in response:

TSRC continues to be fully engaged in developing energy-saving materials and creating operational success in accordance with its Company value in corporate social responsibility (CSR) and sustainable business philosophy. TSRC also continues to pursue improvement and innovation in the economic, environmental and social dimensions of CSR, endeavoring to serve as a good corporate citizen and a positive force to the society. Moreover, TSRC attaches great importance to supporting the society throughvarious activities in helping disadvantaged students in local communities and other disadvantaged groups. At the same time, TSRC volunteers in schools to help with interactive chemistry education activities, demonstrating TSRC's attention to corporate contribution and creating value to the society.

Furthermore, TSRC implements policies to protect the Company's intellectual properties, confidential information, and personal information of its customers and employees.

TSRC expects to integrate CSR into its core operation process, fulfill sustainable growth, and become customers' longterm partners.In corporate governance, TSRC regularly holds shareholder meetings and investor conferences to increase the transparency of the Company's financial and operations. As for crisis management, TSRC has existing procedures to respond to crisis events including natural disasters and workplace accidents, reducing operational uncertainty to the minimum level.

72

<7> Expected benefits and risks associated with merger and acquisitions, and mitigation measures being or to be taken:

  • To achieve corporate transformation and increase shareholders value, TSRC continues to develop and assess equity investment, strategic alliance and merger and acquisitions (M&A) opportunities. The main risks of cross-border M&A include compliance with local M&A regulations and foreign investment requirements as well as post-M&A operation management. To ensure a smooth transition from transaction to post-deal integration, the Company would consult professional advisors with local expertise to set the deal structure conforming to both local and domestic regulations, while the management team would construct a global operating model to align with the Company's cross-border M&A strategy.

  • <8> Expected benefits and risks associated with plant expansion and mitigation measures being or to be taken:

  • To achieve organic growth and strengthen business portfolio via new products and geographic expansion, TSRC completed construction of the new twenty-thousand-metric-tons-per-year advanced SEBS line in Nantong, China and the new seven-thousand-metric-tons-per-year advanced shoe materials (ASM) plant in Vietnam with commercial production planned in 2020. The new SEBS production line incorporates advanced manufacturing processes and technologies, focusing on products for medical applications. The new ASM capacity in Vietnam expands customer base and increases supply chain efficiency. The two new production facilities strengthen overall TSRC competitiveness. The plant expansions are for operational purpose and the decision was made with careful capital expenditure planning, thus the associated risks should be limited.

  • <9> Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken:

VII. Other important matters

  • Purchase: Capacity of the suppliers of butadiene, the Company's main raw materials, is limited. In order to stabilize the source of raw materials and in consideration of the acquisition cost, the Company entered into the supply contract with the domestic major suppliers to concentrate the supply. If the domestic suppliers suffer force majeure, the Company still can acquire the raw materials from foreign suppliers. Therefore, there is no likelihood of short supply of the raw materials.

    • Sales: Major customers of the Company are international factories and they are our long-term collaboration subjects. Most of them signed contract with us for sales and have good financial nature. Our business dept. has control on the amount for all customers and continues to conduct credit investigation on the customers for our sales. There are no major risks on the aforementioned business and operations.
  • <10> Effect upon and risk to the Company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the Company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken:

In the case of directors, managers, or shareholders holding more than 10% of the Company's common share transferring a major quantity of shares or otherwise changed hands may result in the change of management of the Company or affecting the stock price of the Company. TSRC's directors, managers, and shareholders holding more than 10% of the Company's common share are required to report any changes in their shareholding to the competent authority. As of the date of this annual report, there have been no events of TSRC's directors, manager, or shareholders holding more than 10% of the Company's common share transferring a major quantity of shares or otherwise changed hands.

  • <11> Effect upon and risk to Company associated with any change in governance personnel or top management, and mitigation measures being or to be taken: No

  • <12> Litigious and non-litigious matters involved the Company and/or any Company director, any Company supervisor, the general manager, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any Company or companies controlled by the Company: No

  • <13> Other important risks, and mitigation measures being or to be taken: No

VII. Other important matters - No

73

Special items to be included

Special items to be included

74

  • I. Information related to the Company's affiliates

==> picture [556 x 714] intentionally omitted <==

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

I. Information related to the Company's affiliates
<1> Company's Affiliate Business Report
1.Organizational chart of affiliates
TSRC Corp.
100.00% 100.00% 100.00%
19.48%
Hardison International Corpo- TSRC (Vietnam)
ration Trimurti Holding Corporation Co., Ltd.
100.00% 80.52% 100.00% 100.00%
TSRC
Triton International Dymas Corporation Polybus Corporation (Hong Kong)
Holdings Corpora- Pte Ltd. Limited
tion
100.00% 55.00% 65.44% 100.00% 100.00%
TSRC (Nantong) TSRC-UBE (Nantong) Shen Hua Chemical TSRC (Shanghai)
TSRC (Lux.) Corpora-
Industries Ltd Chemical Industrial Industrial Co.,Ltd Industries Ltd tion
Company Limited S.à r.l.
100.00%
100.00%
TSRC (USA) Invest-
ment Corporation
Dexco Polymers Operat- 99.00%
ing Company LLC
1.00%
Dexco Polymers
L.P.
----- End of picture text -----

75

I. Information related to the Company's affiliates

==> picture [545 x 606] intentionally omitted <==

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

2. Profiles of the Company's affiliates
Name of enterprise Date of Address Actual received Major business or
incorporation capitals production items
Trimurti Holding Palm Grove House, P.O. Box 438, Road
March 10,1994 USD 86,920,000 Investment corporation
Corporation Town, Tortola, B.V.I.
Hardison Interna- Palm Grove House, P.O. Box 438, Road
March 11,1994 USD 3,896,000 Investment corporation
tional Corporation Town, Tortola, B.V.I.
Palm Grove House, P.O. Box 438, Road
Dymas Corporation March 19,1991 USD 5,960,000 Investment corporation
Town, Tortola, B.V.I.
Polybus Corporation February 25, 100 Peck Seah Street #09-16 Singapore Trading and investment
SGD 105,830,000
Pte Ltd. 1995 079333 corporation
TSRC (Hong Kong) March 19, 15/F BOC Group Life Assurance Tower 136
Limited 2008 Des Voeux Road Central USD 77,850,000 Investment corporation
Triton International
Palm Grove House, P.O. Box 438, Road USD 50,000
Holdings Corpora- May 24, 1993 Investment corporation
Town, Tortola, B.V.I.
tion
TSRC (Lux.) Corpora- 34-36 avenue de la Liberté, L-1930 Luxem- Trading and investment
tion S.à r.l. July 26, 2011 bourg EUR 50,800,000 corporation
2711 Centerville Road, Suite 400, Coun-
TSRC(USA) Invest- January 27,
ment Corporation 2011 try of New Castle, Wilmington, Delaware, 19808 USD 70,050,000 Investment corporation
Dexco Polymers L.P. February 20, 2002 12012 Wickchester Lane, Suite 280, Hous-ton, TX 77079 Note 1 Production and sale of TPE
Production and sale of
TSRC (Shanghai) February 22, No. 1406, Yu Shu Road,Hi-tech Park Song-
Industries Ltd 2001. jiang Zone, Shanghai,P.R.C USD 5,500,000 compounding materi-als
Shen Hua Chemical March 29, NO.1 Shen Hua Road, Nantong Economic Production and sale of
Industrial Co., Ltd 1996. & Technology Development Area, Nan- USD41,220,000 synthetic rubber prod-
tong Jiangsu, P.R.C. ucts
TSRC (Nantong) September 05, No. 22 Tong Wang Road, Nantong Eco- Production and sale of
Industries Ltd 2006 nomic & Technological Development Area, USD 105,125,000 TPE
Nantong Jiangsu, P.R.C.
TSRC-UBE (Nan-
tong) Chemical December 06, No. 22 Tong Wang Road, Nantong Eco- Production and sale of
Industrial Company 2006 nomic & Technological Development Area, USD 40,000,000 butadiene rubber
Limited Nantong Jiangsu, P.R.C.
Production and pro-
8 VSIP II-A Street 31, Vietnam Singapore cessing of plastic
TSRC (Vietnam) Co., October 16,
Ltd. 2018 Industrial Park II-A, Tan Uyen Town, Binh USD 9,000,000 rubber granular, Ther-
Duong Province, Vietnam moplastic Elastomer
and plastic compound
----- End of picture text -----

Note1: TSRC (USA) Investment Corporation acquired 100% of equities of Dexco Polymers Operating Company LLC and Dexco Polymers LP with USD192,617 thousand in 2011.

Note2: TSRC (USA) Investment Corporation is a limited liability partner of Dexco Polymers L.P.; Dexco Polymers Operating Company LLC is a general partner of Dexco Polymers L.P. that is not involved in the actual operation. Thus, relevant information of Dexco Polymers Operating Company LLC is not additionally disclosed.

76

3. Companies presumed to have a relationship of control and subordination: No

4. The industries covered by the business operated by the affiliates and mutual dealings and division of work:

  • The company's overall relationship with the industries covered by the company's business operations is mainly based on the production and sales of synthetic rubber and TPE, and extends to the production and sales of plastic rubber masterbatch and plastic compounds.

5. Profiles of Directors, Supervisors and Presidents of the Company's affiliates:

  • I. Information related to the Company's affiliates

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

Shares held
Name of enterprise Job title Name of representative
Share(s) Shareholding
Director Joseph Chai - -
Trimurti Holding Corporation Director Wing-Keung Hendrick Lam - -
Director Edward Wang - -
Director Joseph Chai - -
Hardison International Corporation
Director Wing-Keung Hendrick Lam - -
Director Joseph Chai - -
Dymas Corporation
Director Wing-Keung Hendrick Lam - -
Director Joseph Chai - -
Polybus Corporation Pte Ltd. Director Wing-Keung Hendrick Lam - -
Director Edward Wang - -
Director Joseph Chai - -
TSRC (Hong Kong) Limited Director Wing-Keung Hendrick Lam - -
Director Edward Wang - -
Director Wing-Keung Hendrick Lam - -
Director Edward Wang - -
TSRC (Lux.) Corporation S.à r.l. Director Max Tsai - -
Director David Maria - -
President Christian Kafka - -
Director Wing-Keung Hendrick Lam - -
Director Edward Wang - -
TSRC(USA) Investment Corporation
Director Max Tsai - -
President Wing-Keung Hendrick Lam - -
Director Joseph Chai - -
Triton International Holdings Corpora-
tion Director Edward Wang - -
Dexco Polymers L.P. President Max Tsai - -
----- End of picture text -----

77

  • I. Information related to the Company's affiliates

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

Shares held
Name of enterprise Job title Name of representative
Share(s) Shareholding
Chairman Wing-Keung Hendrick Lam - -
Director Huang-Cheng Kuo - -
Director Chin-Bao Lu - -
TSRC (Shanghai) Industries Ltd
Director Thomas Lin - -
Supervisor Edward Wang - -
President Peter Lee - -
Chairman Kevin Liu - -
Director Edward Wang - -
Director R. L. Chiu - -
Director Thomas Lin - -
Shen Hua Chemical Industrial Co., Ltd
Director Chao Yang Jiang - -
Director Qiang Xin Lu - -
Director SATOSHI OYAMA - -
President Chao Yang Jiang - -
Chairman Wing-Keung Hendrick Lam - -
Director Calvin Su - -
TSRC (Nantong) Industries Ltd Director Chin-Bao Lu - -
Supervisor Edward Wang - -
President Calvin Su - -
Chairman Kevin Liu - -
Director Thomas Lin - -
Director R. L. Chiu - -
TSRC-UBE (Nantong) Chemical Industri- Director Mori Shigeru - -
al Company Limited
Director SATOSHI OYAMA - -
Supervisor Edward Wang - -
President Chao Yang Jiang - -
Chairman Wing-Keung Hendrick Lam - -
Director Huang-Cheng Kuo - -
TSRC (Vietnam) Co., Ltd.
Director Edward Wang - -
President Huang-Cheng Kuo - -
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78

6. Overview of operation of affiliates

Unit: thousand NTD

I. Information related to the Company's affiliates

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Gain/loss
EPS
enterpriseName of Capital Total assets liabilitiesTotal Net worth Operating revenue income (loss)Operating current period after tax
(NTD)
(after tax)
Trimutri Holding 2,613,156 13,358,475 408 13,358,067 - (31,697) 716,150 8.24
Corporation
Hardison Inter-
national Corpo- 117,302 927,087 - 927,087 - (70) 85,956 22.06
ration
Dymas Corpora- 179,419 994,886 - 994,886 - (109) 97,870 16.42
tion
Polybus Corpo- 2,167,632 8,480,554 1,230,951 7,249,603 429,429 8,751 654,489 6.18
ration Pte Ltd.
TSRC (Hong 2,343,752 3,175,843 24,602 3,151,241 - (533) (9,184) (0.12)
Kong) Limited
TSRC (Lux.)
Corporation 1,714,439 3,564,039 1,015,533 2,548,506 2,767,910 (9,348) (86,545) (1.70)
S.à r.l.
TSRC (USA) In-
vestment Corpo- 2,108,925 3,019,145 528,978 2,490,167 - (185,246) (76,335) (1.09)
ration
Dexco Polymers - 2,625,725 1,104,899 1,520,826 4,054,974 138,586 115,183 0.00
L.P.
Triton Interna-
tional Holdings 1,505 119,631 - 119,631 - (35) 7,211 144.22
Corporation
TSRC (Shanghai) 165,583 567,738 76,711 491,027 550,949 85,430 81,606 0.00
Industries Ltd
Shen Hua Chem-
ical Industrial 1,240,969 3,563,405 884,570 2,678,835 6,484,818 214,227 142,721 0.00
Co., Ltd
TSRC (Nantong) 3,164,893 6,332,277 1,996,728 4,335,549 4,476,796 652,332 496,578 0.00
Industries Ltd
TSRC-UBE (Nan-
tong) Chemical 1,204,240 2,150,476 703,307 1,447,169 2,851,429 80,073 61,066 0.00
Industrial Com-
pany Limited
TSRC (Vietnam)
270,954 732,625 488,270 244,355 - (25,218) (25,105) 0.00
CO., Ltd.
----- End of picture text -----

Note: Spot exchange rate on the balance sheet date under the title of assets=USD1:NTD 30.106. Spot exchange rate on the balance sheet date under the title of income=USD1:NTD 30.923.

79

<2> Consolidated financial statements of the affiliated companies

Representation Letter

The entities that are required to be included in the combined financial statements of TSRC Corporation as of and for the year ended December 31, 2019 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards No. 10, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, TSRC Corporation does not prepare a separate set of combined financial statements.

  • I. Information related to the Company's affiliates

Company name: TSRC Corporation Chairman: Nita Ing

Date: March 17, 2020

80

<3> Relation Statement

Statement

The 2019 Relation Statement of the Company (from Jan. 1, 2019 to Dec. 31, 2019) was prepared in accordance with “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” and the disclosed information was in accordance with the relevant information in the consolidated financial statement during the aforementioned period without major incompliance.

Hereby specified

  • I. Information related to the Company's affiliates

Company name: TSRC Corporation Chairman: Nita Ing

Date: March 17, 2020

81

Letter

To TSRC Corporation:

The 2019 Relation Statement prepared by TSRC Corporation was in accordance with “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises”. The relevant financial information was reviewed according to the information disclosed in the notes of the consolidated financial statements during the aforementioned period by the accountants.

According to the review results from the accountants, the 2019 Relation Statement of TSRC Corporation disclosed relevant information in accordance with “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises”. Its financial contents are consistent with the consolidated financial statement. Hence, there is no need for major modification.

  • I. Information related to the Company's affiliates

KPMG International

CPA: Po Shu Huang and Ming Hung Huang

Document No. certified by security competent agency: Tai Tsai Cheng Liou Tzu No. 0920122026 Chin Kuan Cheng Shen No. 1060005191 March 17, 2020

82

1.Relation between the subordinate company and the controlling company

Unit: shares; %

  • II. State of the Company's conducting private placements of securities

  • III. Holding or disposal of the Company's shares by the Company's subsidiaries IV. Other matters that require additional description

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Employees sent by controlling
Shareholdings and pledges of the
Name of the controlling companies company as directors,
supervisors or managers
Controlling Controlled Reasons
Companies
Shareholding Pledged
Shareholdings Position Name
ratio shares
Wei Dah
Development 53,708,923 6.50% 24,200,000 Chairman Nita Ing
Co.,Ltd. Jointly control subordinate
company with over half of
Han-De the board Chin-Shan Chiang
Construction 63,093,108 7.64% 7,550,000 Director Jing-Lung Huang
Co.,Ltd. John T. Yu
Controlling company of
Mao Shi Wei Dah Development
Corporation Co.,Ltd.and Han-De
Construction Co.,Ltd.
Jade Fortune Controlling company of
Enterprises Inc. Mao Shi Corporation
Controlling company of
Palmy Corpora-
tion Jade Fortune Enterprises
Inc.
Pan Asia Corpo- Controlling company of
ration Palmy Corporation
Vanteva Corpora- Controlling company of
tion Pan Asia Corporation
Montrion Corpo- Controlling company of
ration Vanteva Corporation
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2.Trade correspondences

The trade correspondences of the Company with controlling company in 2019 are as follows:

  • (1) Import and sales trading: none.

  • (2) Property trading: none.

  • (3) Financing: none.

  • (4) Asset leasing: none.

  • (5) Others: none.

3. Endorsements/guarantees: none.

  • II. State of the Company's private placement of marketable securities: No.

  • III. Holding or disposal of the Company's shares by the Company's subsidiaries: No.

  • IV. Other matters that require additional description: No.

83

Other disclosures

Other disclosures

84

<1> Employees' ethics

The Company published the“Code of Dutiful Conduct”for the employees in 2002, followed by 5 amendments which clearly specifying that, in performing relevant internal and external Company tasks under their duties in the Company, employees must comply with the regulations about the effective utilization of resources and assets, the protection of trade secrets, the prohibition of insider trading, anti-trust rules, fair trade, avoidance of conflict between the Company and personal interests, avoidance of private benefits, the prohibition of bribery, and regulations or network use and second jobs. Corresponding sanctions are also put in place.

<2> Protection measures for working environment and employees' safety

Based on the“Security Policy”formulated by the Company, people orientation is disclosed as the core value of the Company. Furthermore, through the operation specifications for“technology,”“safety culture,”“Responsibility, ”and “communication ”the goals of zero disasters and zero losses are pursued.

The Company organizes the emergency response, disaster-prevention and safety training, annual health examination, health workshops and psychological consultation, and safety operation environmental testing on a regular basis to ensure that the workplace security and employee personal safety.

The Company has also achieved OHSAS 18001 and CNS15506 requirements for certificates of Occupational Health and Safety Management System, and gained the ISO14001 environmental management system certification to duly fulfill its environmental responsibilities.

Any circumstances referred to in Paragraph 3(2) of Article 36 of the Securities and Exchange Act which might materially affect shareholders' equity or the price of the Company's securities

Any circumstances referred to in Paragraph 3(2) of Article 36 of the Securities and Exchange Act which might materially affect shareholders' equity or the price of the Company's securities-None

85

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Consolidated financial statement

Representation Letter

The entities that are required to be included in the combined financial statements of TSRC Corporation as of and for the year ended December 31, 2019 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 by the Financial Supervisory Commission, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, TSRC Corporation and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: TSRC Corporation Chairman: Nita Ing Date: March 17, 2020

86

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Independent Auditors' Report

To the Board of Directors of TSRC Corporation:

Opinion

We have audited the consolidated financial statements of TSRC Corporation ("the Group"), which comprise the consolidated statements of financial position as of December 31, 2019 and 2018, and the consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years ended December 31, 2019 and 2018, and notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2019 and 2018 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of the Consolidated financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Emphasis of Matter

As stated in Note 3(a), the Group initially adopt the IFRS 16, “Leases” at January 1, 2019 and apply the modified retrospective approach, with no restatement of comparative period amounts. Our opinion is not qualified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year end December 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Revenue recognition

  • Please refer to note 4(q) and note 6(v) for disclosures related to revenue recognition. Description of key audit matter:

Revenue is the key indicator used by investors and management while evaluating the Group’s finance or operating performance. The accuracy of the timing and amount of revenue recognized have significant impact on the financial statements, for which the assumptions and judgments of revenue measurement and recognition rely on subjective judgments of the management. Therefore, we consider it as the key audit matter.

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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How the matter was addressed in our audit:

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

2. Inventory measurement

Please refer to note 4(h), note 5, and note 6(f) for disclosures related to inventory measurement. Description of key audit matter:

The inventory of the Group includes various types of synthetic rubber and its raw material. Since there is an oversupply and a low market demand in the rubber manufacturing industry, which may result in a decline on the price of raw material, the carrying value of inventories may exceed its net realizable value. The measurement of inventory depends on the evaluation of the management based on evidence from internal and external, both subjective and objective. Therefore, we consider it as the key audit matter.

How the matter was addressed in our audit:

The key audit procedures performed is to understand management’s accounting policy of inventory measurement and determine whether if it is reasonable and is being implement. The procedures includes reviewing the inventory aging documents and analyzing its changes; obtaining the documents of inventory measurement and evaluating whether if the bases used for net realizable value is reasonable; selecting samples and verifying them with the vouchers to test the accuracy of the amount; and reviewing whether the disclosure of inventory measurement made by the management is appropriate.

Other Matter

TSRC Corporation has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2019 and 2018, on which we have issued an unqualified opinion.

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

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

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

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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

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

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

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

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

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

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

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

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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. The engagement partners on the audit resulting in this independent auditor’s report are Po-Shu Huang and Ming-Hung Huang.

KPMG

Taipei, Taiwan (Republic of China)

March 17, 2020

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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TSRC CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets
Cash and cash equivalents (note 6(a))
Financial assets at fair value through profit or loss -current (note 6(b))
Notes receivable, net (note 6(d))
Accounts receivable, net (note 6(d))
Other receivable (notes 6(e) and 7)
Current income tax assets
Inventories (note 6(f))
Other current assets (note 6(e))
Total current assets
Non-current assets:
Non-current financial assets at fair value through other comprehensive income
(note 6(c))
Investments accounted for under equity method (notes 6(g) and 7)
Property, plant and equipment (notes 6(h), 6(j), 8 and 9)
Right-of-use assets (note 6(i))
Investment property (note 6(j))
Intangible assets (note 6(k))
Deferred income tax assets (note 6(r))
Other non-current assets (notes 6(l) and 8)
Total non-current assets
December 31, 2019 December 31, 2019 December 31, 2018 December 31, 2018
Amount % Amount %
$ 4,695,280
14
866,347
2,759,617
136,351
80
6,414,679
493,550
14
-
3
8
-
-
20
2
4,527,752
679
558,944
2,873,893
91,395
21,636
6,449,363
337,496
15
-
2
10
-
-
21
1
15,365,918 47 14,861,158 49
1,137,888
1,098,591
10,037,395
1,331,571
1,581,599
1,669,885
220,439
71,637
4
3
31
4
5
5
1
-
1,299,806
1,067,378
8,768,849
-
1,596,324
1,851,601
244,319
540,734
4
4
29
-
5
6
1
2
17,149,005 53 15,369,011 51

~~$ 32,514,923 100 30,230,169 100~~

Total assets

(See accompanying notes to consolidated financial statements.)

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Liabilities and Equity
Current liabilities:
Short-term borrowings (note 6(m))
Current portion of long-term borrowings (notes 6(m) and 8)
Financial liabilities at fair value through profit or loss ─ current (note 6(b))
Accounts payable
Accounts payable -related parties (note 7)
Current income tax liabilities
Other payable (notes 6(n), 6(q), 6(u) and 7)
Current lease liabilities (note 6(o))
Other current liabilities (note 6(m))
Total current liabilities
Non-Current liabilities:
Long-term bank borrowings (notes 6(m) and 8)
Other long-term borrowings (note 6(m))
Provision liabilities -non-current (note 7)
Deferred income tax liabilities (note 6(o))
Non-current lease liabilities (note 6(n))
Other non-current liabilities (note 6(m) and 6(q))
Total-non current liabilities
Total liabilities
Equity attributable to shareholders of the Company (notes 6(s) and
6(y)):
Common stock
Capital surplus
Retained earnings:
Legal reserve
Unappropriated earnings
Other equity:
Financial statement translation differences for foreign operations
Unrealized gain on financial assets measured at fair value through other
comprehensive income
Gains (losses) on hedging instrument
Total equity attributable to shareholders of the Company
Non-controlling interests
Total equity
Total liabilities and equity
December 31, 2018 December 31, 2018 December 31, 2018
Amount Amount
$ 4,729,148
287,235
5,672
2,392,346
59,418
121,726
1,309,810
175,942
219,238
15
1
-
7
-
-
4
-
1
4,147,772
850,000
2,066
1,514,522
-
133,032
1,330,672
-
194,549
9,300,535 28 8,172,613
4,672,705
349,287
19,227
855,481
685,689
179,276
15
1
-
3
2
1
3,718,325
499,693
29,189
695,682
-
232,826
6,761,665 22 5,175,715
16,062,200 50 13,348,328

8,257,099
25 8,257,099
47,140 - 45,158
3,977,141
1,940,361
12
6
3,857,922
1,951,564
5,917,502 18 5,809,486
23,383

711,094
(80,526)
-
2
-
465,589
801,805
(68,134)
653,951 2 1,199,260
14,875,692 45 15,311,003
1,577,031 5 1,570,838
16,452,723 50 16,881,841
$32,514,923 100 30,230,169

(See accompanying notes to consolidated financial statements.)

Chairman:Nita Ing

Chief Accountant:Ming-Huang Chen

Manager:Joseph Chai

92

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2018
Amount
Revenue (notes 6(v) and 7)
$ 28,910,723
Operating costs (notes 6(f), 6(h), 6(i), 6(k), 6(l), 6(n), 6(o), 6(p), 6(q), 6(u) and 7)
25,533,439
Gross profit
3,377,284
Operating expenses (notes 6(d), 6(h), 6(i), 6(k), 6(l), 6(o), 6(p), 6(q), 6(u) and 7):
Selling expenses
976,947
General and administrative expenses
1,094,304
Research and development expenses
389,840
Impairment loss (reversal of impairment loss) determined in accordance with IFRS 9
(1,193)
Total operating expenses
2,459,898
Other income and expenses, net (notes 6(j), 6(w) and 7)
167,475
Operating profit
1,084,861
Non-operating income and expenses (notes 6(g), 6(o), 6(x) and 7):
Other income
161,867
Other gains and losses
12,334
Finance costs
(188,550)
Share of gain of associates and joint ventures accounted for under equity method
184,126
Total non-operating income and expenses
169,777
Net income before tax
1,254,638
Less: Tax expenses (note 6(r))
437,518
Net income
817,120
Other comprehensive income:
Components of other comprehensive income that will not be reclassified to profit
or loss
Gains (losses) on remeasurements of defined benefit plans
(20,478)
Unrealized gains (losses) from investments in equity instruments measured at fair
value through other comprehensive income
106,662
Income tax related to components of other comprehensive income that will not be
reclassified to profit or loss
-
Components of other comprehensive income that will not be reclassified to
profit or loss
86,184
Components of other comprehensive income (loss) that will be reclassified to
profit or loss
Exchange differences on translation of foreign financial statements
(499,164)
Share of other comprehensive income (loss) of associates and joint ventures ac-
counted for using equity method
(26,045)
Income tax related to components of other comprehensive income that will be
reclassified to profit or loss
-
Components of other comprehensive income that will be reclassified to profit
or loss
(525,209)
Other comprehensive income
(439,025)
Total comprehensive income
$ 378,095
Net income attributable to:
Shareholders of parent
$ 740,316
Non-controlling interests
76,804
$ 817,120
Total comprehensive income attributable to:
Shareholders of parent
$ 371,902
Non-controlling interests
6,193
$ 378,095
Basic earnings per share (in New Taiwan dollars) (note 6(t))
$
Diluted earnings per share (in New Taiwan dollars) (note 6(t))
$
2018 2017
Amount Amount
$ 28,910,723
25,533,439
100
88
29,751,218
26,262,504
100
88
3,377,284 12 3,488,714 12
976,947
1,094,304
389,840

(1,193)
3
4
1
-
959,417
1,081,834
387,948
10,214
3
4
1
-
2,459,898 8 2,439,413 8
167,475 - 252,513 -
1,084,861 4 1,301,814 4
161,867
12,334
(188,550)
184,126
-
-
-
-
171,366
28,977
(169,434)
297,720
1
-
(1)
1
169,777 - 328,629 1
1,254,638
437,518
4
1
1,630,443
396,773
5
1
817,120 3 1,233,670 4
-
-
-
(21,854)
177,996
-
-
-
-
- 156,142 -
(2)
-
-
(12,155)
(150,695)
-
-
-
-
(2) (162,850) -
(439,025) (2) (6,708) -
$ 378,095 1 1,226,962 4
$ 740,316
76,804
3
-
1,192,186
41,484
4
-
$ 817,120 3 1,233,670 4
$ 371,902
6,193
1
-
1,222,054
4,908
4
-
$ 378,095 1 1,226,962 4
$ 0.90 1.44
$ 0.89 1.44

(See accompanying notes to consolidated financial statements.) Chief Accountant:Ming-Huang Chen

Chairman:Nita Ing

Manager:Joseph Chai

93

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent

Balance at January 1, 2018
Appropriation and distribution:
Legal reserve
Cash dividends
Other changes in capital surplus
Net income
Other comprehensive income (loss)
Total comprehensive income (loss)
Disposal of investments in equity instruments
at fair value through other comprehensive
income
Balance at December 31, 2018
Appropriation and distribution of retained earn-
ings:
Legal reserve appropriated
Cash dividends of ordinary share
Other changes in capital surplus
Profit (loss)
Other comprehensive income
Total comprehensive income
Disposal of investments in equity instruments
at fair value through other comprehensive
income
Balance at December 31, 2019
Common
stock
Capital sur-
plus
Retained earnings Retained earnings Retained earnings

Legal reserve

Unappropri-
ated retained
earnings

Total
$ 8,257,099
-
-
-
-
41,043
-
-
4,115
-
-

3,770,512
87,410
-
-
-
-
1,691,172
(87,410)
(792,682)
-
1,192,186
(21,854)
5,461,684
-
(792,682)
-
1,192,186
(21,854)
- - - 1,170,332 1,170,332
- - - (29,848) (29,848)
8,257,099
-
-
-
-
-
45,158
-
-
1,982
-
-
3,857,922
119,219
-
-
-
-
1,951,564
(119,219)
(809,195)
-
740,316
(20,478)
5,809,486
-
(809,195)
-
740,316
(20,478)
- - - 719,838 719,838
- - - 197,373 197,373
$8,257,099 47,140 3,977,141 1,940,361 5,917,502

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Equity attributable to owners of parent Equity attributable to owners of parent Equity attributable to owners of parent Equity attributable to owners of parent Total equity
attributable to
owners of parent
Non controlling
interests

Financial state-
ments transla-
tion differences
for foreign
operations

Total other equity interest
Unrealized
gains (losses) on
financial assets
measured at fair
value through
other compre-
hensive income
Gains (losses) on
effective por-
tion of cash flow
hedges



zTotal
512,008
-
-
-
-
(46,419)
593,961
-
-
-
-
177,996
11,721
-
-
-
-
(79,855)
1,117,690
-
-
-
-
51,722

14,877,516
-
(792,682)
4,115
1,192,186
29,868
1,565,930
-
-
-
41,484
(36,576)
(46,419) 177,996 (79,855) 51,722 1,222,054 4,908
- 29,848 - 29,848 - -
465,589
-
-
-
-
(442,206)
801,805
-
-
-
-
106,662
(68,134)
-
-
-
-
(12,392)
1,199,260
-
-
-
-
(347,936)
15,311,003
-
(809,195)
1,982
740,316
(368,414)
1,570,838
-
-
-
76,804
(70,611)
(442,206) 106,662 (12,392) (347,936) 371,902 6,193
- (197,373) - (197,373) - -
23,383 711,094 (80,526) 653,951 14,875,692 1,577,031

(See accompanying notes to consolidated financial statements.)

Chief Accountant:Ming-Huang Chen

Chairman:Nita Ing

Manager:Joseph Chai

95

2019

2018

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

Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

TSRC CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Consolidated net income before tax
Adjustments:
Adjustments to reconcile profit and loss:
Depreciation
Amortization
Impairment loss ( reversal of impairment loss)
Interest expense
Interest income
Dividend income
Share of profit of associates and joint ventures accounted for under equity meth-
od
Loss on disposal of property, plant and equipment
Amortization to operating costs and inventories / Amortization of long-term pre-
paid rent
Gains from bargain purchase
Total adjustments to reconcile profit and loss
Changes in operating assets and liabilities:
Net changes in operating assets:
Financial assets at fair value through profit or loss
Notes receivable
Accounts receivable
Other receivable
Inventories
Other current assets
Total changes in operating assets, net
Net changes in operating liabilities:
Financial liabilities at fair value through profit or loss
Accounts payable
Accounts payable -related parties
Other payable
Other current liabilities
Net defined benefit liability
Other operating liabilities
Total changes in operating liabilities, net
Total changes in operating assets and liabilities, net
Total adjustments
Cash provided by operating activities
$ 1,254,638 1,630,443
996,958
154,210
(1,193)
188,550
(91,875)
(69,992)
(184,126)
35,325
84,692
-
874,575
152,640
10,214
169,434
(78,175)
(81,371)
(297,720)
23,824
9,768
(11,820)
1,112,549 771,369
665
(307,403)
115,469
(36,889)
34,684
(155,736)
(679)
350,523
23,481
(6,304)
(408,683)
43,073
(349,210) 1,411
3,606
877,824
59,418
(32,121)
31,676
(49,035)
4,392
1,840
(278,570)
(35,663)
176,107
16,088
(56,752)
22,245
895,760 (154,705)
546,550 (153,294)
1,659,099 618,075
2,913,737 2,248,518

96

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Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Interest income received
Interest paid
Income taxes paid
Net cash provided by operating activities
Cash flows from investing activities:
Proceeds from disposal of financial assets at fair value through other comprehensive
income
Acquisition of investments accounted for under equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in other non-current assets
Dividends received
Proceeds from capital repayments of investments accounted for under equity meth-
od
Net cash used in investing activities
Cash flows from financing activities:
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in short-term commercial paper payable
Decrease in short-term commercial paper payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase (decrease) in other long-term borrowings
Decrease in finance lease liabilities
Payment of lease liabilities
Cash dividends paid
Overaging unclaimed dividends
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2019
104,889
(177,056)
(243,589)
2,597,981
246,302
-
(2,454,201)
799
50,404
159,352
-
(1,997,344)
21,324,066
(20,672,431)
-
-
1,446,799
(1,014,794)
(155,663)
-
(195,171)
(807,552)
1,982
(72,764)
(360,345)
167,528
4,527,752
$ 4,695,280

(See accompanying notes to consolidated financial statements.)

Manager:Joseph Chai

Chief Accountant:Ming-Huang Chen

Chairman:Nita Ing

97

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

TSRC CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the years ended December 31, 2019 and 2018

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

<1> Organization and Business Scope

TSRC Corporation (the original name was Taiwan Synthetic Rubber Corporation, hereinafter referred to as "the Company") was incorporated in the Republic of China (ROC) on November 22, 1973, as a corporation limited by shares in accordance with the ROC Company Act. In May 1999, Taiwan Synthetic Rubber Corporation was renamed TSRC Corporation as approved by the stockholders' meeting. In June 2016, the Company changed its registered address to be No.2, Singgong Rd., Dashe Dist., Kaohsiung City. The consolidated financial statements comprise the Company and its subsidiaries (the Group) and the interests of the Group in associate companies and in jointly controlled companies. The Group is mainly engaged in the manufacture, import and sale of various types of synthetic rubber, and the import, export, and sale of related raw materials. Please refer to note 14.

<2> Financial Statements Authorization Date and Authorization Process

The consolidated financial statements were approved by the Board of Directors and published on March 17, 2020.

<3> New Standards, Interpretations and Amendments

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning, or after, January 1, 2019. The differences between the current version and the previous version are as follows:

version are as follows:
New, Revised or Amended Standards and Interpretations Effective date
per IASB

IFRS 16 “Leases”
IFRIC 23 “Uncertainty over Income Tax Treatments”
Amendments to IFRS 9 “Prepayment features with negative compensation”
Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement”
Amendments to IAS 28 “Long-term interests in associates and joint ventures”
Annual Improvements to IFRS Standards 2015–2017 Cycle

January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019

Except for the following items, the Group believes that the adoption of the above IFRSs would not have any material impact on its consolidated financial statements. The extent and impact of significant changes are as follows: (i) IFRS 16 “Leases”

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

The Group applied IFRS 16 using the modified retrospective approach, under which the cumulative effect of initial application is recognized in retained earnings on January 1, 2019. The details of the changes in accounting policies are disclosed below,

  • 1) Definition of a lease

Previously, the Group determined at contract inception whether an arrangement is, or contains, a lease under IFRIC 4. Under IFRS 16, the Group assesses whether a contract is, or contains, a lease based on the definition of a lease, as explained in Note 4(m).

98

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Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

On transition to IFRS 16, the Group elected to apply the practical expedient to grandfather the assessment of which transactions are leases. The Group applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed for whether there is a lease. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed on, or after, January 1, 2019.

2) As a lessee

As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Group. Under IFRS 16, the Group recognizes the right-of-use assets and lease liabilities for most its leases, which are recorded in the balance sheet.

The Group decided to apply the recognition exemptions to the short-term leases of its buildings and leases of transportation equipment.

●Leases classified as operating leases under IAS 17

At transition, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Group’s incremental borrowing rate as at January 1, 2019. Right-of-use assets are measured at either:

  • ─their carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the lessee’s incremental borrowing rate at the date of initial application – the Group applied this approach to its largest property leases; or

  • ─an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments – the Group applied this approach to all other lease.

In addition, the Group used the following practical expedients when applying IFRS 16 to leases.

  • ─Applied a single discount rate to a portfolio of leases with similar characteristics.

  • ─Adjusted the right-of-use assets by the amount of IAS 37 onerous contract provision immediately before the date of initial application, as an alternative to an impairment review.

  • ─Applied the exemption not to recognize the right-of-use assets and liabilities for leases with less than 12 months of lease term.

  • ─Excluded initial direct costs from measuring the right-of-use asset at the date of initial application.

  • ─Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

●Leases previously classified as finance leases

For leases that were classified as finance leases under IAS 17, the carrying amounts of the right of use asset and the lease liability at January 1, 2019 were determined at the carrying amount of the lease asset and lease liability under IAS 17 immediately before that date.

3) As a lessor

The Group is not required to make any adjustments on transition to IFRS 16 for leases in which it acts as a lessor, except for a sub-lease. The Group recognizes its leases in accordance with IFRS 16 from the date of initial application.

Under IFRS 16, the Group is required to assess the classification of a sub-lease by reference to the right-of-use asset, not the underlying asset. On transition, the Group reassessed the classification of a sub-lease contract previously classified as an operating lease under IAS 17. The Group concluded that the sub-lease is a finance lease under IFRS 16.

4) Impacts on financial statements

On transition to IFRS 16, the Group recognized the additional amounts of $1,553,808 thousands of right -of-use assets and $1,061,164 thousands of lease liabilities. When measuring lease liabilities, the Group discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted-average rate applied is 2.29%.

99

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Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

The explanation of the differences between the operating lease commitments disclosed at the end of the annual reporting period immediately preceding the date of initial application, and the lease liabilities recognized in the statement of financial position at the date of initial application disclosed is as follows:

Operating lease commitment at December 31, 2018 as disclosed in the Group’s
consolidated financial statements
Extension and termination options reasonably certain to be exercised
Discounted using the incremental borrowing rate at January 1, 2019
Finance lease liabilities recognized as at December 31, 2018
Lease liabilities recognized at January 1, 2019
January 1, 2019

$ 374,441
695,161
$ 1,069,602
$ 1,025,326
35,838
$
1,061,164

(ii) IFRIC 23 “Uncertainty over Income Tax Treatments”

In assessing whether and how an uncertain tax treatment affects the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits, as well as tax rates, an entity shall assume that a taxation authority will examine the amounts it has the right to examine and have a full knowledge on all related information when making those examinations.

If an entity concludes that it is probable that the taxation authority will accept an uncertain tax treatment, the entity shall determine the taxable profit (tax loss), tax bases, unused tax losses, unused tax credits, as well as tax rates, consistently with the tax treatment used or planned to be used in its income tax filings. Otherwise, an entity shall reflect the effect of uncertainty for each uncertain tax treatment by using either the most likely amount or the expected value, depending on which method the entity expects to better predict the resolution of the uncertainty.

The Group does not expect the application of IFRIC 23 to have any significant impact on its consolidated financial statements on December 31, 2019.

(b) The impact of IFRS endorsed by FSC that will soon take effect

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning, or after, January 1, 2020 in accordance with Ruling No. 1080323028 issued by the FSC on July 29, 2019:

July 29, 2019:
New, Revised or Amended Standards and Interpretations Effective date
per IASB

Amendments to IFRS 3 “Definition of a Business”
Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”
Amendments to IAS 1 and IAS 8 “Definition of Material”

January 1, 2020
January 1, 2020
January 1, 2020

The Group assesses that the adoption of the abovementioned standards would not have any material impact on its consolidated financial statements.

(c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

As of the date, the following IFRSs that have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

New, Revised or Amended Standards and Interpretations Effective date
per IASB

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its
Associate or Joint Venture”
IFRS 17 “Insurance Contracts”
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”


Effective date to
be determined
by IASB
January 1, 2021
January 1, 2022

The Group assessed that the above IFRSs may not be relevant to the Group.

100

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Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

<4> Significant Accounting Policies

The significant accounting policies presented in the consolidated financial statements are summarized as follows. Except for those described otherwise, the accounting policies have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently to the balance sheet as of reporting date.

(a) Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the Regulations) and the IFRSs endorsed by the FSC.

(b) Basis of preparation

  • (i) Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis except for those otherwise explained in the accounting policies in the notes.

  • (ii) Functional and presentation currency

The functional currency of each individual consolidated entity is determined based on the primary economic environment. The consolidated financial statements are presented in New Taiwan dollars, which is Company's functional currency. The assets and liabilities of foreign operations are translated to the Group's functional currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated to the Group's functional currency at the average rate. Foreign currency differences are recognized in other comprehensive income. All financial information presented in New Taiwan dollars has been rounded to the nearest thousand.

  • (c) Basis of consolidation

  • (i) Principles of preparation of consolidated financial statements

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries. The Company controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its control over the investee. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Transactions and balances, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. The comprehensive income from subsidiaries is allocated to the Company and its non-controlling interests, even if doing so causes the non-controlling interests to have a deficit balance.

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

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over its subsidiaries are accounted for as equity transactions. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the shareholders of the parent.

When the Group loses control of a subsidiary, the Group derecognizes the assets (including goodwill) and liabilities of the former subsidiary at their carrying amounts from the consolidated statement and re-measures the fair value of retained interest at the date when control is lost. A gain or loss is recognized in profit or loss and is calculated as the difference between:

  • 1) the aggregate of the fair value of consideration received and the fair value of any retained interest at the date when control is lost; and

  • 2) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any noncontrolling interest.

The Group shall apply the accounting treatment to all previously recognizes amount related to its subsidiary in its comprehensive income as if the related assets and liabilities were disposed by the Group directly.

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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(ii) List of the subsidiaries included in the consolidated financial statements List of the subsidiaries included in the consolidated financial statements

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Percentage of ownership
Descrip-
Name of investor Name of investee Scope of business December December
tion
31, 2019 31, 2018
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Name of investor Name of investee Scope of business **Percentage of ownership ** **Percentage of ownership ** Descrip-
tion
December
31, 2019

December
31, 2018
TSRC Trimurti Holding Cor-
poration
Investment 100.00% 100.00%
TSRC Hardison International
Corporation
Investment 100.00% 100.00%
TSRC & Hardison Inter-
national Corporation
Dymas Corporation Investment 100.00% 100.00% (note 1)
TSRC TSRC (Vietnam) Co.,
Ltd.
Production and processing
of rubber color masterbatch,
thermoplastic elastomer and
plastic compoundproducts
100.00% 100.00% (note 4)
Trimurti Holding Cor-
poration
Polybus Corporation
Pte Ltd.
International commerce and
investment
100.00% 100.00%
Trimurti Holding Cor-
poration
TSRC (Hong Kong)
Limited
Investment 100.00% 100.00%
TSRC (Hong Kong) Lim-
ited
TSRC (Shanghai) In-
dustries Ltd.
Production and sale of re-
engineering plastic, plastic
compound metal, and plastic
elasticity engineering prod-
ucts
100.00% 100.00%
TSRC (Hong Kong) Lim-
ited
TSRC (Lux.) Corpora-
tion S.'a r.l.
International commerce and
investment
100.00% 100.00%
TSRC (Lux.) Corporation
S.'a r.l.
TSRC (USA) Investment
Corporation
Investment 100.00% 100.00%
TSRC (USA) Investment
Corporation
Dexco Polymers L.P. Production and sale of syn-
thetic rubberproducts
100.00% 100.00% (note 2)
Polybus Corporation
Pte Ltd.
Shen Hua Chemical
Industrial Co,. Ltd.
Production and sale of syn-
thetic rubberproducts
65.44% 65.44%
Polybus Corporation
Pte Ltd.
TSRC-UBE (Nantong)
Chemical Industrial
Co., Ltd.
Production and sale of syn-
thetic rubber products
55.00% 55.00%
Polybus Corporation
Pte Ltd.
TSRC (Nantong) Indus-
tries Ltd.
Production and sale of syn-
thetic rubberproducts
100.00% 100.00%
Hardison International
Corporation
Triton International
Holdings Corporation
Investment 100.00% 100.00%
Hardison International
Corporation
TSRC Biotech Ltd. Investment - - (note 3)

Note1: TSRC directly owns 19.48% of Dymas's equity and indirectly owns 80.52% via Hardison International Corporation.

Note2: TSRC (USA) Investment Corporation is a limited liability shareholder of Dexco Polymers Operating LLC (Dexco LLC). TSRC (USA) directly owns 99% of Dexco Polymers L.P., and indirectly owns Dexco Polymers L.P. via Dexco LLC. Dexco LLC does not engage in operations, so there is no further disclosure of the consolidated information.

Note3: TSRC Biotech Ltd. completed its dissolution procedure in June 2018.

Note4: TSRC made the resolution to establish TSRC (Vietnam) Co., Ltd. by the Board of Directors in May 2018, and TSRC (Vietnam) Co., Ltd. has been established in October 2018.

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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(d) Foreign currency

  • Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the year adjusted for the effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate at the end of the year.

  • Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • ●an investment in equity securities designated as at fair value through other comprehensive income;

  • ●a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

  • ●qualifying cash flow hedges to the extent that the hedges are effective.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign currency gains and losses arising from such items are considered to form part of a net investment in the foreign operation and are recognized in other comprehensive income, and presented in the translation reserve in equity.

(e) Classification of current and non-current assets and liabilities

  • (i) An asset is classified as current under one of the following criteria, and all other assets are classified as noncurrent.

  • 1) It expects to realize the asset, or intends to sell or consume it, in its normal operating cycle;

  • 2) It holds the asset primarily for the purpose of trading;

  • 3) It expects to realize the asset within twelve months after the reporting period; or

  • 4) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

  • (ii) A liability is classified as current under one of the following criteria, and all other liabilities are classified as noncurrent.

  • 1) It expects to settle the liability in its normal operating cycle;

  • 2) It holds the liability primarily for the purpose of trading;

  • 3) The liability is due to be settled within twelve months after the reporting period even if refinancing or a revised repayment plan is arranged between the reporting date and the issuance date of the financial statements; or

  • 4) It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(f) Cash and cash equivalents

Cash and cash equivalents comprise cash balances, time deposits, and short-term investments with high liquidity that are subject to an insignificant risk of changes in their fair value.

The time deposits with maturity of one year or less from the acquisition date are listed in cash and cash equivalents because they are held for the purpose of meeting short-term cash commitments instead of investment or other purposes, are readily convertible to a fixed amount of cash, and are subject to an insignificant risk of changes in value.

(g) Financial instruments

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Financial assets are classified into the following categories: measured at amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL).

The Group shall reclassify all affected financial assets only when it changes its business model in managing its financial assets.

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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  • 1) Financial assets measured at amortized cost

  • A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • its contractual terms give rise on specified dates to cash flows that are solely payments of principal

  • and interest on the principal amount outstanding.

  • These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI )

  • On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

  • Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss. Dividend income derived from equity investments is recognized on the date that the Group’s right to receive payment is established, which in the case of quoted securities is normally the ex-dividend date.

  • 3) Fair value through profit or loss (FVTPL)

  • All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets and accounts receivable (except for those presented as accounts receivable but measured at FVTPL). On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets in this category are measured at fair value at initial recognition. Attributable transaction costs are recognized in profit or loss as incurred. Subsequent changes that are measured at fair value, which take into account any dividend and interest income, are recognized in profit or loss.

  • 4) Impairment of financial assets

The Group recognizes its loss allowances for expected credit losses on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivable and guarantee deposit paid).

  • The Group measures its loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:

  • debt securities that are determined to have low credit risk at the reporting date; and

• other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition. Loss allowance for trade receivables are always measured at an amount equal to lifetime ECL. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment, as well as forward-looking information.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have

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Home page
Table of Contents
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Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

a detrimental impact on the estimated future cash flows of the financial asset have occurred. Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is recognized in other comprehensive income instead of reducing the carrying amount of the asset. The Group recognizes the amount of expected credit losses (or reversal) in profit or loss, as an impairment gain or loss.

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

  • 5) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

  • (ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt or equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual agreement.

  • 2) Equity instrument

Equity instruments refer to surplus equities of the assets after the deduction of all the debts for any contracts. Equity instruments issued are recognized as the amount of consideration received less the direct cost of issuing.

  • 3) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

  • 4) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

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

  • 5) Derecognition of financial liabilities

The Group presents financial assets and liabilities on a net basis when the Group has the legally enforceable right to offset, and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.

  • 6) Derecognition of financial liabilities

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder of a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument.

A financial guarantee contract not designated as at fair value through profit or loss issued by the Group is recognized initially at fair value plus any directly attributable transaction cost. After initial recognition, it is measured at the higher of: (a) the amount of the loss allowance determined in accordance with IFRS 9; and (b) the amount recognized initially less, where appropriate, cumulative amortization recognized in accordance with the revenue recognition policies set out below.

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Table of Contents
Letter to the Shareholders
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Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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  • (iii) Derivative financial instruments and hedge accounting

The Group holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in profit or loss.

(h) Inventories

The cost of inventories consists of all costs of purchase, costs of conversion, and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories includes an appropriate share of fixed production overhead based on normal capacity and allocated variable production overhead based on actual output. However, unallocated fixed production overhead arising from lower or idle capacity is recognized in cost of goods sold during the period. If actual capacity is higher than normal capacity, fixed production overhead should be allocated based on actual capacity. The method of valuing inventories is the weighted-average method.

Inventories are measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses at the end of the period. When the cost of inventories is higher than the net realizable value, inventories are written down to net realizable value, and the write-down amount is charged to current year's cost of goods sold. If net realizable value increases in the future, the cost of inventories is reversed within the original write-down amount, and such reversal is treated as a reduction of cost of goods sold.

  • (i) Investment in associates

  • Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies.

The equity of associates is incorporated in these consolidated financial statements using the equity method. Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.

The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Group, from the date on which significant influence commences until the date on which significant influence ceases. The Group recognizes any changes of its proportionate share in the investee within capital surplus, when an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in the Group's proportionlate share in the investee.

Gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated Group’s interests in the associate.

When the Group’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

The Group adopts the acquisition method for changes in ownership interests of investment in associates. Goodwill is measured at the amount of fair value transferred out subtracted by the net amounts of the identifiable assets acquired and the liabilities assumed (normally measured at fair value) on the acquisition-date. If the balance after subtraction is negative, the Group shall first reassess if all the assets acquired and the liabilities are identified correctly, then the Group can recognizes gain from bargain purchase in profit or loss.

If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group shall continue to apply the equity method without remeasuring the retained interest.

(j) Joint arrangements

A joint venture is a joint arrangement whereby the Group has joint control of the arrangement (i.e. joint venturers) in which the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. The Group recognizes its interest in a joint venture as an investment and accounts for that investment using the equity method in accordance with IAS 28 “Investments in Associates and Joint Ventures”, unless the Group qualifies for exemption from that Standard. Please refer to note 4(i) for the application of the equity method. The Group determines the type of joint arrangement in which it is involved by considering the structure and form of the arrangement, the separate legal vehicle, the terms agreed by the parties in the contractual arrangement and other facts and circumstances. When the facts and circumstances change, the Company reevaluates whether the classification of the joint arrangement has changed.

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Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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  • (k) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • (ii) Reclassification to investment properties

Property is reclassified to investment property at its carrying amount when the use of the property changes from owner-occupied to investment property.

  • (iii) Subsequent cost

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

  • (iv) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land has an unlimited useful life and therefore is not depreciated.

The estimated useful lives, for the current and comparative years, of significant items of property, plant and equipment are as follows:

1) Land improvements 8~30 years
2) Buildings 3~60 years
3) Machinery 3~40 years
4) Furniture and fixtures equipment 3~8 years

Depreciation methods, useful lives, and residual values are reviewed at each reporting date. If expectations differ from the previous estimates, the changes are accounted for as a change in an accounting estimate.

  • (l) Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment. Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.

Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

  • (m) Leases

Applicable commencing January 1, 2019

  • (i) Identifying a lease

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

  • 1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and

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Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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  • 2) the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • 3) the Group has the right to direct use of the asset when it has the decision-making rights that are most relevant to changing how, and for what purpose, the asset is used. In rare cases where the decision about how, and for what purpose, the asset is used is predetermined, the Group has the right to direct the use of an asset if either:

  • ─the Group has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or

─the Group designed the asset in a way that predetermines how, and for what purpose, it will be used. At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

(ii) As a leasee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at, or before, the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by using the impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • ─fixed payments;

  • ─variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • ─amounts expected to be payable under a residual value guarantee; and

  • ─payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • ─there is a change in future lease payments arising from the change in an index or rate; or

  • ─there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or

  • ─there is a change of its assessment of the underlying asset purchase option; or

  • ─there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or

  • ─there is any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Group presents its right-of-use assets that do not meet the definition of investment and its lease liabilities as a separate line item respectively in the statement of financial position.

The Group has elected not to recognize the right-of-use assets and lease liabilities for its short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

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(iii) As a lessor

When the Group acts as a lessor, it determines, at lease commencement, whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Group applies IFRS15 to allocate the consideration in the contract.

Applicable before January 1, 2019

  • (i) Lessor

Lease income from an operating lease is recognized in income on a straight-line basis over the lease term.

  • (ii) Lessee

Leases in which the Group assumes substantially all of the risks and rewards of ownership of leased assets are classified as finance leases. On initial recognition, the lease asset is measured at an amount equal to the lower of its fair value or the present of the minimum lease payments. Subsequent minimum lease payments are attributable to finance cost and the reduction of the outstanding liabilities, and the finance cost is allocated to each period during the lease term using a constant periodic rate of interest on the remaining balance of the liability. The acquisition of property, plant and equipment under a finance lease is accounted for in accordance with the accounting policy applicable to the asset.

Other leases are operating leases and are not recognized in the Group's statement of financial position. Payments made under an operating lease are recognized in profit or loss on a straight-line basis over the term of the lease.

  • (n) Intangible assets

  • (i) Recognition and measurement

Goodwill arising on the acquisition of subsidiaries is measured at cost, less accumulated impairment losses. Expenditure on research activities is recognized in profit or loss as incurred.

Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.

Other intangible assets, including customer relationships, patents and trademarks, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

  • (ii) Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

  • (iii) Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The estimated useful lives for current and comparative periods are as follows:

  • 1) Computer software 3 years 2) Industrial technology and know-how 10~20 years 3) Patent 20 years 4) Non-compete agreement 3 years 5) Customer relationship 18 years 6) Trademark and goodwill Uncertain useful liv

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

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(o) Impairment -non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(p) Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.

(q) Revenue

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.

  • (i) Sale of goods

The Group is mainly engaged in the manufacture and sale of various types of synthetic rubber. The Group recognizes revenue when control of the products has been transferred, being when the products are delivered to the customer, the ownership of the significant risks and rewards of the products have been transferred to the customer, and the Group is no longer engaged with the management of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract and the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.

  • (ii) Management services

The Group is engaged in providing management services. Revenue from providing services is recognized in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based on the actual service provided at the end of the reporting period as a proportion of the total services to be provided. The proportion of services provided is determined based on surveys of work performed.

  • (iii) Financing components

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
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  • (r) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.

  • (ii) Defined benefit plans

The Group’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

  • (iii) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

  • (s) Income tax

Income tax expenses include both current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes shall not be recognized for the exceptions below:

  • (i) Assets and liabilities that are initially recognized but are not related to the business combination and have no effect on net income or taxable gains (losses) during the transaction;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.

Deferred tax assets and liabilities may be offset against each other if the following criteria are met:

  • (i) The entity has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend annually either to settle current tax liabilities and assets on a net basis or to realize the assets and settle the liabilities, simultaneously.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

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Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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(t) Earnings per share

Earnings per share (EPS) of common stock are calculated by dividing net income (or loss) for the reporting period attributable to common stockholders by the weighted-average number of common shares outstanding during that period. The weighted-average number of common shares outstanding is adjusted retroactively for the increase in common shares outstanding from stock issuance arising from the capitalization of retained earnings, or additional paid-in capital.

Employee bonuses in the form of stock of the Company are potential stock. If the potential stock does not have a dilutive effect, only the basic earnings per share are disclosed; otherwise, diluted earnings per share are disclosed in addition to the basic earnings per share. When computing diluted earnings per share with regard to employee bonuses in the form of stock, the closing price at the reporting date is used as the basis of computation of the number of shares to be issued. When computing diluted earnings per share prior to the following Board of Directors, the effect of dilution from these potential shares is taken into consideration.

(u) Operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group's chief operating decision maker to formulate a policy of resources allocation for the segment as well as assess its performance. Each operating segment consists of standalone financial information.

<5> Critical Accounting Judgments and Key Sources of Estimation Uncertainty

The preparation of the consolidated financial statements in conformity with the Regulations and the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The Management will continually review the estimates and basic assumptions. Changes in accounting estimates will be recognized in the period of change and the future period of their impact.

There are no critical judgments in applying the accounting policies that have significant effect on the amounts recognized in the consolidated financial statements.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is as follows:

Inventory measurement

Since inventory is measured by the lower of cost and net realizable value, the Group evaluated the inventory based on the selling price of the product line and price fluctuation of raw material, and written down the book value to net realizable value. Please refer to note 6(f) for inventory measurement.

.

<6> Description of Significant Accounts

  • (a) Cash and cash equivalents
Cash on hand
Checking and savings deposits
Time deposits
Commercial paper with reverse repurchase agreements
Cash and cash equivalents per statements of cash flow
December 31, 2019
$ 415
973,695
3,571,170
150,000
December 31, 2018
433
1,593,472
2,933,847
-
$
4,695,280
4,527,752

The disclosure of interest rate risk and sensitivity analysis for the Group's financial assets and liabilities is referred to note 6(z).

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Table of Contents
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Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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inancial assets and liabilities at fair value through profit or loss
Mandatorily measured at fair value through profit or loss:
Derivative instruments not used for hedging
Forward contracts/Swap contracts
Financial liabilities held for trading:
Derivative instruments not used for hedging
Forward contracts/Swap contracts
December 31, 2019
$
14
December 31, 2019
$
5,672

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

The Group uses derivative financial instruments to manage the exposures due to fluctuations of foreign exchange risk from its operating activities. The Group reported the following derivatives financial instruments as financial assets and liabilities at fair value through profit or loss without the application of hedge accounting: Forward contracts / Swap contracts: December 31, 2019

Forward contracts / Swap contracts:
Forward contracts
Swap contracts
Swap contracts
Swap contracts
December 31, 2019 December 31, 2019
Contract amount
(thousand)
$ 230
6,700
13,600
Currency
Maturity dates
EUR/TWD
2020.01.20
USD/TWD
2020.01.20
USD/EUR
2020.01.08
December 31, 2018
Maturity dates
Contract amount
(thousand)
$ 14,960
Currency
USD/EUR
Expired date

2019.01.04~2019.01.29
  • (c) Financial assets at fair value through other comprehensive income -non-current
Equity investments at fair value through other comprehensive income:
Listed stocks (domestic)
Unlisted stocks (domestic and overseas)
Total
December 31, 2019
$ 115,200
1,022,688
December 31, 2018
305,631
994,175
$
1,137,888
1,299,806
  • (i) Equity investments at fair value through other comprehensive income

  • The Group held equity instrument investment for long-term strategic purposes, not held for trading purposes, which have been designated as measured at fair value through other comprehensive income. Due to the financial asset activation, the Group sold the share of Taiwan High-speed Railway Co., Ltd at the fair value in 2019, the fair value at that time of disposition was $267,383 thousand and accumulated disposition benefit was $197,373 thousand; cumulative disposition benefits have been transferred from other equity to retained earnings.

  • (ii) For dividend income, please refer to note 6(x).

  • (iii) For market risk, please refer to note 6(aa).

  • (iv) The Group did not hold any collateral for the collectible amounts.

  • (v) The significant financial assets at fair value through other comprehensive income denominated in foreign currency were as follows:

December 31, 2019
THB
December 31, 2018
THB
Foreign currency
amount
$ 349,209
367,531
Exchange rate
1.0098
0.9532
TWD
352,631
350,331

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Table of Contents
Letter to the Shareholders
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Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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  • (d) Notes and accounts receivable
Notes and accounts receivable
Notes receivable
Accounts receivable
Less: allowance for impairment
December 31, 2019
$ 866,347
2,768,552
8,935
December 31, 2018
558,944
2,884,202
10,309
$
3,625,964
3,432,837

The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected credit loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information. The loss allowance provision was determined as follows:

Current
1 to 30 days past due
31 to 90 days past due
Current
1 to 30 days past due
31 to 90 days past due
More than 90 days past
December 31, 2019
Gross carrying amount Weighted-average
expected credit loss
rate
0.13%~0.35%
1.03%~10.25%
10.98%~21.95%
December 31, 2018
Loss allowance provi-
sion

$ 3,560,459
56,937
17,503
$ 3,634,899
5,078
1,778
2,079
8,935
Gross carrying amount
$ 3,364,574
60,182
17,659
731
$3,443,146
Weighted-average
expected credit loss
rate
0.04%~0.33%
0.45%~16.31%
5.98%~65.24%
100%
Loss allowance provi-
sion
3,417
1,996
4,165
731
10,309

The movement in the allowance for accounts receivable was as follows:

Balance on January 1, 2019 and 2018
Impairment losses recognized (reversed)
Amounts written off
Foreign exchange gain (loss)
Balance on December 31, 2019 and 2018
2019
$ 10,309
(1,193)
-
(181)
2018
279
10,214
(279)
95
$
8,935
10,309

The Group did not hold any collateral for the collectible amounts. For other credit risk information, please refers to note 6(z).

The carrying amounts of notes and accounts receivable with short maturity are not discounted under the assumption that the carrying amount approximates the fair value.

  • (e) Other receivables (including related parties)
Other receivables -related parties
Other
December 31, 2019
$ 42,490
93,861
December 31, 2018
42,427
48,968
$
136,351
91,395

As of December 31, 2019 and 2018, the Group had no other receivables that were past due. Therefore, no provisions for doubtful debt were required after the management’s assessment. For other credit risk information, please refers to note 6(z).

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Table of Contents
Letter to the Shareholders
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Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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(f) Inventories

The components of the Group's inventories were as follows:

nventories
he components of the Group's inventories were as follows:
Raw materials
Supplies
Work in progress
Finished goods
Merchandise
Total
December 31, 2019
$ 2,188,339
108,038
315,411
3,199,202
603,689
December 31, 2018
1,713,308
102,599
370,562
3,576,007
686,887
$
6,414,679
6,449,363

As of December 31, 2019 and 2018, the Group did not pledge any collateral on inventories.

Except for operating costs arising from the ordinary sale of inventories, other gains and losses directly recorded under operating cost were as follows:

Loss on (reversal of) decline in market value of inventory
Income from sale of scrap
Loss on physical count
Unallocated production overhead
Total
2019
$ (16,715)
(33,354)
5,144
108,156
2018
35,089
(58,932)
446
62,666
$
63,231
39,269

During the year ended December 31, 2019, the sales and consumption led to the reversal of write-downs of inventories.

(g) Investments accounted for under equity method

The details of the investments accounted for under the equity method at the reporting date were as follows:

Associates
Joint ventures
December 31, 2019
$ 635,619
462,972
December 31, 2018
628,467
438,911
$
1,098,591
1,067,378
  • (i) Associates

For the years ended December 31, 2019 and 2018, the Group recognized its share of gain from the associates of $102,248 thousand and $104,521 thousand, respectively.

The details of the significant associates are as follows:

Name of associates
Indian Synthetic Rubber Pri-
vate Limited
ARLANXEO-TSRC (Nantong)
Chemicals Industries Co., Ltd.
Existing relationship with
the Group
Strategic alliance of produc-
tion and sales of synthetic
rubber products
Strategic alliance of produc-
tion and sales of NBR
The main op-
erating place /
register country
India
China
Proportion of equity and
voting right
Proportion of equity and
voting right

December 31
2019
50.00%
(Note 1)
50.00%

December 31,
2018
50.00%
(Note 1)
50.00%

Note1: Indian Synthetic Rubber Private Limited has been reclassified from associate to joint venture from April 2018. A summary of the financial information of the significant associate were as follows:

1) Summary of financial information of Indian Synthetic Rubber Private Limited

On April 10, 2018, the Group acquired 15.96% ownership of Indian Synthetic Rubber Private Limited from other shareholders, and the Group recognized the gain from bargain purchase amounting to $11,820 thousand. After the acquisition transaction, the Group owns 50% of Indian Synthetic Rubber Private Limited, which has been reclassified from associate to joint venture, but still listed as investments accounted for under equity method.

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Table of Contents
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Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

For the three
months ended
March 31, 2018
Revenue $ 1,324,113
Net income of continued operations 36,141
Other comprehensive income (loss) -
Total comprehensive income (loss) $ 36,141
Total comprehensive income attributable to the Group $ 12,303
2018
Beginning equity of the associate attributable to the Group $ 205,093
Current total comprehensive income of the associate attributable to the Group 12,303
Other (4,109)
Associate reclassified to joint venture (213,287)
Ending balance of the equity of the associate attributable to the Group $ -
2) Summary of financial information of ARLANXEO TSRC (Nantong)
December 31, 2019 December 31, 2018
Current assets $ 474,992 716,347
Non-current assets 749,274 822,219
Current liabilities (738,296) (1,094,043)
Non-current liabilities (31,907) (13,709)
Equity $ 454,063 430,814
Equity attributable to the Group $ 227,031 215,407
2019 2018
Revenue $ 1,860,022 2,062,759
Net income of continued operations 39,130 79,204
Other comprehensive income (loss) - -
Total comprehensive income (loss) $ 39,130 79,204
Total comprehensive income attributable to the Group $ 19,565 39,602
2019 2018
Beginning equity of the associate attributable to the Group $ 219,835 181,347
Current total comprehensive income (loss) of the associate at- 19,565 39,602
tributable to the Group
Other (8,289) (1,114)
Ending balance of the equity of the associate attributable to
$
231,111 219,835
the Group
3) Summary of respectively not significant associates recognized under equity method were as follows:
December 31, 2019 December 31, 2018
Balance of not significant associate’s equity $ 404,508 408,632
2019 2018
Attributable to the Group:
Income from continued operations $ 82,683 52,616
Other comprehensive income (loss) - -
Total comprehensive income (loss) $ 82,683 52,616
(ii) Joint ventures

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Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

1) Summary of financial information of Indian Synthetic Rubber Private Limited

December 31, 2019
December 31, 2018
Current assets
$ 1,515,686
2,663,769
Non-current assets
3,445,188
3,484,344
Current liabilities
(1,986,515)
(2,424,997)
Non-current liabilities
(2,079,302)
(2,910,295)
Equity
$
895,057
812,821
Equity attributable to the Group
$
447,528
406,411
2019
For the nine months
ended December
31, 2018
Revenue
$ 4,509,180
4,126,045
Net income of continued operations
$ 148,699
413,944
Other comprehensive income (loss)
(29,776)
(157,496)
Total comprehensive income (loss)
$
118,923
256,448
Total comprehensive income attributable to the Group
$
59,462
109,926
2019
For the nine months
ended December
31, 2018
Beginning equity of the joint venture attributable to the Group $ 363,141
-
Joint venture reclassified from associate
-
213,287
Current total comprehensive income (loss) of the joint venture
attributable to the Group
59,462
109,926
Other
(26,064)
39,928
Ending balance of the equity of the joint venture attributable
to the Group
$
396,539
363,141
ummary of respectively not significant joint ventures recognized under the equity method were as follows:
December 31, 2019
December 31, 2018
Attributable to the Group:
Income from continued operations
$ 7,528
4,525
Other comprehensive income (loss)
-
-
Total comprehensive income (loss)
$
7,528
4,525
December 31, 2019
$ 1,515,686
3,445,188
(1,986,515)
(2,079,302)
December 31, 2018
2,663,769
3,484,344
(2,424,997)
(2,910,295)
$
895,057
812,821
$
447,528
406,411
2019
$ 4,509,180
For the nine months
ended December
31, 2018
4,126,045
$ 148,699
(29,776)
413,944
(157,496)
$
118,923
256,448
$
59,462
109,926
2019
$ 363,141
-

59,462
(26,064)
For the nine months
ended December
31, 2018
-
213,287
109,926
39,928

$
396,539
363,141
$
7,528
4,525
  • 2) Summary of respectively not significant joint ventures recognized under the equity method were as follows:

The liquidation of Taiwan Advance Material Corp. in December 2018 was approved by its Board of Directors and the Ministry of Economic Affairs in October 2017, wherein the remaining amount of $245,391 thousand had been received by the Group.

(iii) Collateral

As of December 31, 2019 and 2018, the Group did not pledge any collateral on investments accounted for under the equity method.

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(h) Property, plant and equipment

The cost, depreciation, and impairment of the property, plant and equipment of the Group were as follows:

Cost:
Balance at January 1, 2019
Additions
Disposals
Reclassification
Effect of changes in exchange rates
Balance at December 31, 2019
Balance at January 1, 2018
Additions
Disposals
Reclassification
Effect of changes in exchange rates
Balance at December 31, 2018
Depreciation and impairment loss:
Balance at January 1, 2019
Depreciation
Disposal
Effect of changes in exchange rates
Balance at December 31, 2019
Balance at January 1, 2018
Depreciation
Disposal
Effect of changes in exchange rates
Balance at December 31, 2018
Carrying value:
December 31, 2019
January 1, 2018
December 31, 2018
Land
$ 614,101
-
-
-
-
$
614,101
$ 614,101
-
-
-
-
$
614,101
$ -
-
-
-
$
-
$ -
-
-
-
$
-
$
614,101
$
614,101
$
614,101
Land improvements
106,999
-
-
37,174
(474)
143,699
106,131
-
-
199
669
106,999
88,237
2,525
-
(469)
90,293
85,133
2,446
-
658
88,237
53,406
20,998
18,762
Buildings
3,998,164
-
(476)
148,780
(95,446)
4,051,022
4,048,091
-
(1,035)
11,310
(60,202)
3,998,164
2,236,682
129,079
(241)
(50,900)
2,314,620
2,134,269
131,216
(1,035)
(27,768)
2,236,682
1,736,402
1,913,822
1,761,482

The Group performed the asset impairment test by estimating the future cash flows. Impairment loss was recognized thereon as the estimated amount of future cash flows was less than the carrying value.

Please refer to note 8 for the pledge and collateral information of the property, plant and equipment.

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performance, and risk management
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Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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PMachinery
20,282,127
18,710
(174,326)
548,816
(342,516)
20,332,811
19,944,375
4,791
(114,721)
512,270
(64,588)
20,282,127
15,270,710
727,445
(139,256)
(244,558)
15,614,341
14,652,082
714,097
(90,361)
(5,108)
15,270,710
4,718,470
5,292,293
5,011,417
Furniture and fixtures
and other equipment
228,273
237
(7,985)
28,392
(3,928)
244,989
217,074
254
(1,889)
13,227
(393)
228,273
170,641
14,688
(7,166)
(3,219)
174,944
160,257
12,090
(1,698)
(8)
170,641
70,045
56,817
57,632
Leased assets
94,596
-
-
(94,596)
-
-
94,596
-
-
-
-
94,596
-
-
-
-
-
-
-
-
-
-
-
94,596
94,596
Construction in prog-
ress
1,210,859
2,436,899
-
(770,629)
(32,158)
2,844,971
566,082
1,209,361
-
(560,479)
(4,105)
1,210,859
-
-
-
-
-
-
-
-
-
-
2,844,971
566,082
1,210,859

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Overview of business operations
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Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
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----- End of picture text -----

(i) Right-of-use assets

The Group leases its assets including its land, buildings, machinery and transportation equipment. Information about leases, for which the Group is the lessee, is presented below:

Cost:
Balance at January 1, 2019
Effects of retrospective application
Balance at January 1, 2019
Additions
Lease modification
Amortization to operating costs and invento-
ries
Effect of changes in foreign exchange rates
Balance at December 31, 2019
Accumulated depreciation and impairment losses:
Balance at January 1, 2019
Effects of retrospective application
Balance at January 1, 2019
Depreciation
Effect of changes in exchange rates
Balance at December 31, 2019
Carrying value:
December 31, 2019
Land
$ -
681,888
681,888
181
-
-
(18,361)
$663,708
$ -
120,302
120,302
14,397
(4,509)
$ 130,190
$533,518
Building
-
396,904
396,904
3,304
-
(8,163)
(8,120)
383,925
-
-
-
69,862
(1,546)
68,316
315,609
Machinery
565,489
565,489
-
(491)
(76,529)
(16,626)
471,843
-
-
-
14,946
(395)
14,551
457,292
Trans-
portation
equipment
-
29,829
29,829
5,024
-
-
(637)
34,216
-
-
-
9,291
(227)
9,064
25,152
Total
-
1,674,110
1,674,110
8,509
(491)
(84,692)
(43,744)
1,553,692
-
120,302
120,302
108,496
(6,677)
222,121
1,331,571

The Group leases land under a finance lease, which is classified as property, plant and equipment; the land lease prepayment is recorded as the other non current assets, the related information is provided in notes 6(h) and 6(l) to the consolidated financial statements for the year ended December 31, 2018. The Group leases offices and factory facilities under an operating lease, please refer to note 6(p).

  • (j) Investment property

The cost, depreciation, and impairment of the property, plant and equipment of the Group were as follows:

Cost:
Balance as at January 1, 2019
Additions
Balance as at December 31, 2019
Balance as at January 1, 2018
Additions
Balance as at December 31, 2018
Depreciation:
Balance as at January 1, 2019
Depreciation
Balance as at December 31, 2019
Balance as at January 1, 2018
Depreciation
Balance as at December 31, 2018
$ Land Buildings
741,889
-
741,889
741,889
-
741,889
219,144
14,725
233,869
204,418
14,726
219,144
Total
1,815,468
-
1,815,468
1,815,468
-
1,815,468
219,144
14,725
233,869
204,418
14,726
219,144
1,073,579
-
$
1,073,579
$ 1,073,579
-
$
1,073,579
$ -
-
$ -
$ -
-
$ -

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Table of Contents
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Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Carrying value:
Balance as at December 31, 2019
Balance as at December 31, 2018
Balance as at January 1, 2018
Fair value:
Balance as at December 31, 2019
Balance as at December 31, 2018
Balance as at January 1, 2018
$
Land
1,073,579
1,073,579
1,073,579
Buildings
508,020
522,745
537,471
Total
1,581,599
$
1,596,324
$
1,611,050
$3,334,675
$3,334,675
$3,334,675

Investment property comprises a number of commercial properties that are leased to third parties. Each of the leases contains an initial non-cancellable period of 1~5 years. Subsequent renewals are negotiable with the lessee, and no contingent rents are charged. Please refer to note 6(w) for further information.

The fair value of investment property (as disclosed in the financial statements) is based on a valuation by an independent appraiser. The range of yields applied to the net annual rentals to determine the fair value of the property were as follows:

Region 2019 2018

Da'an Dist., Taipei City

2.10% 2.10%

The Group has rented out a parcel of vacant land, but has decided not to treat this property as investment property because it is out not the Group's intention to hold it for capital appreciation or rental income. Accordingly, the property is still recorded under property, plant and equipment.

As of December 31, 2019 and 2018, the Group did not pledge any collateral on investment properties.

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Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

(k) Intangible assets

The cost and amortization of the intangible assets of the Group were as follows:

Industrial technology and

know how
Costs:
Balance at January 1, 2019
$ 1,021,038
Disposals
-
Reclassification
-
Effect of changes in exchange rates
(26,003)
Balance at December 31, 2019
$
995,035
Balance at January 1, 2018
$ 1,003,145
Reclassification
-
Effect of changes in exchange rates
17,893
Balance at December 31, 2018
$
1,021,038
Amortization:
Balance at January 1, 2019
$ 458,237
Disposals
-
Amortization
50,065
Effect of changes in exchange rates
(16,531)
Balance at December 31, 2019
$
491,771
Balance at January 1, 2018
$ 406,994
Amortization
48,724
Effect of changes in exchange rates
2,519
Balance at December 31, 2018
$
458,237
Carrying value:
December 31, 2019
$
503,264
December 31, 2018
$
562,801
January 1, 2018
$
596,151
(i) In 2019 and 2018, the amortization of intangible assets were as
Operating costs
Operating expenses
Computer software
244,543
(688)
5,529
(2,552)
246,832
236,986
9,260
(1,703)
244,543
219,742
(688)
18,197
(2,506)
234,745
201,328
20,126
(1,712)
219,742
12,087
24,801
35,658
follows:
2019
$ 6,081
148,129
$
154,210
Computer software
244,543
(688)
5,529
(2,552)
246,832
236,986
9,260
(1,703)
244,543
219,742
(688)
18,197
(2,506)
234,745
201,328
20,126
(1,712)
219,742
12,087
24,801
35,658
follows:
2019
$ 6,081
148,129
$
154,210
Goodwill
211,100
-
-
(4,307)
206,793
205,021
-
6,079
211,100
-
-
-
-
-
-
-
-
-
206,793
211,100
205,021
2018
6,422
146,218
152,640
$
154,210

(ii) Impairment Loss

In accordance with IAS 36 “impairment of assets,” the Group assesses the impairment loss of intangible assets, goodwill and trademark, at the end of each reporting period. The recoverable amount of the cash generating unit is the expected discount present value of future cash inflows. As of December 31, 2019 and 2018, based on the result of the assessment of the Group, the recoverable amount of the cash-generating unit was higher than the carrying value. Therefore, there was no impairment loss.

  • 1) operating results, and the financial budget.

  • 2) Forecast of operating revenue, operating cost, and operating expenses are based on the future operational plan, with consideration on the changes and competition in the market industry.

  • 3) For the years 2019 and 2018, the discount rates for the present value of recoverable amounts were 9% and 8%, respectively.

  • (iii) The Group did not pledge any collateral on intangible assets.

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Patent and trademark
604,885
-
-
(12,342)
592,543
587,467
-
17,418
604,885
180,282
-
24,274
(4,321)
200,235
151,661
23,664
4,957
180,282
392,308
424,603
435,806
Customer relationship
1,103,315
-
-
(22,510)
1,080,805
1,071,543
-
31,772
1,103,315
475,019
-
61,674
(11,321)
525,372
401,829
60,126
13,064
475,019
555,433
628,296
669,714
Non-compete agreement
9,220
-
-
(188)
9,032
8,954
-
266
9,220
9,220
-
-
(188)
9,032
8,954
-
266
9,220
-
-
-

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Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

repaid rent
Land lease prepayment
Cost:
January 1, 2018 $ 490,235
Reclassification 75,153
Effects of changes in exchange rates (11,199)
December 31, 2018 $ 554,189
Amortization:
January 1, 2018 $ 113,288
Amortization 9,768
Effects of changes in exchange rates (2,754)
December 31, 2018 $ 120,302
Carrying value:
December 31, 2018 $ 433,887
January 1, 2018 $ 376,947
December 31, 2018
Current $ 11,454
Non-current 422,433
$ 433,887

(l) Prepaid rent

As of December 31, 2018, the Group's prepaid rent was not provided as pledged assets for long-term borrowings and credit lines. As of December 31, 2019, for the finance prepaid rent information, please refer to note 6(i).

(m) Short-term and long-term borrowings

The details of the Group's short-term and long-term borrowings were as follows:

(i) Short-term borrowings

Unsecured loans
Unsecured loans
December 31, 2019
Range of interest
rates (%)
0.40~5.22
Year of maturity
2020
December 31, 2018
Amount
$ 4,729,148
Range of interest
rates (%)
0.55~5.66
Year of maturity
2019
Amount
$ 4,147,772

The abovementioned short-term borrowings were to mature within one year.

As of December 31, 2019 and 2018, the unused credit facilities (including credit lines for short-term commercial paper payable) amounted to $16,600,631 thousand and $15,664,492 thousand, respectively. (ii) Long-term borrowings

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

ong-term bank borrowings
Currency
Secured loans
USD
Unsecured loans
NTD
Unsecured loans
CNY
Total
Current
Non current
Total
ong-term bank borrowings
Currency
Secured loans
USD
Unsecured loans
NTD
Unsecured loans
CNY
Total
Current
Non current
Total
December 31, 2019 December 31, 2019
Currency
USD
NTD
CNY
Range of interest
rates (%)
3.26~4.38
1.12~1.45
5.08
Year of maturity
2020~2023
2020~2023
2020~2022

1) Long-term bank borrowings

Secured loans
Unsecured loans
Total
Current
Non-current
Total
December 31, 2018 December 31, 2018
Currency
USD
NTD
Range of interest
rates (%)
4.25~4.38
1.05~1.44
Year of maturity
109~112
108~112
Amount
$ 768,325
3,800,000
$
4,568,325
$ 850,000
3,718,325
$
4,568,325
  • 2) Long-term commercial paper payable (recorded as other long-term borrowings)
Commercial paper payable
Less: discount
Total
Commercial paper payable
Less: discount
Total
December 31, 2019 December 31, 2019
Guarantee or acceptance
institution
Range of interest
rates (%)
CTBC Bank
1.327
December 31, 2018
Amount
$ 350,000
713
$349,287
Guarantee or acceptance
institution
CTBC Bank
Range of interest
rates (%)
1.2457
Amount
$ 500,000
307
$ 499,693

The Group disclosed the related risk exposure to the financial instruments in note 6(z). (iii) Collateral of loans

The Group pledged certain assets for the loans. Please refer to note 8 for additional information.

  • (iv) Finance lease liabilities

The Group has entered into a lease contract for leasing a parcel of land from the Industrial Development Bureau of the Ministry of Economic Affairs for the period from June 29, 2004, to June 28, 2024. During the term of the lease, the Group has an option to purchase the rented land from the Industrial Development Bureau of the Ministry of Economic Affairs through a formal application. Once the application is approved, the rental and deposit paid during the lease period can be offset against the purchase price. The Group intends to purchase the rented land after the contract expires. The Group intends to purchase the lease land after the expiry of the lease contract period, so it adopts the finance lease. The Group intends to purchase the lease land in 2020, for more information please refer to note 11. As of December 31, 2019, for the relevant lease liabilities information, please refer to note 6(o).

The finance lease liabilities payable were as follows:

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Future minimum Future minimum Present value of mini-
lease payments Interest mum lease payments
December 31, 2018
Less than one year $ 7,064 77 6,987
Between one and five years 28,256 1,054 27,202
More than five years 3,532 1,883 1,649
$ 38,852 3,014 35,838
(n) Current provisions (recorded as other payable)
Provision for defective
products
Balance at January 1, 2019 $ 27,128
Increase in provisions 25,936
Provisions recognized (2,211)
Reversal of unused provisions (32,434)
Effect of changes in exchange rates (402)
Balance at December 31, 2019 $ 18,017
Balance at January 1, 2018 $ 28,324
Increase in provisions 33,103
Provisions recognized (1,466)
Reversal of unused provisions (32,563)
Effect of changes in exchange rates (270)
Balance at December 31, 2018 $ 27,128
(o) Lease liabilities
The Group's lease liabilities were as follow:
December 31, 2019
Current $ 175,942
Non-current $ 685,689
For the maturity analysis, please refer to note 6(z).
The amounts recognized in profit or loss were as follows:
2019
Interest on lease liabilities $ 10,400
Expenses relating to short-term leases $ 3,012
Expenses relating to leases of low-value assets, excluding $ 24,763
short-term leases of low-value assets
The amounts recognized in the statement of cash flows for the Group was as follows:
2019
Total cash outflow for leases $ 233,346
(p) Operating leases
(i) Lessee
Non-cancellable rental payables of operating leases were as follows:
December 31, 2018
Less than five years $ 247,585
More than five years 126,856
$ 374,441

The Company leases offices and factory facilities under operating leases. The leases typically run for a period of

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Overview of financial status
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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

1 to 20 years, with an option to renew the lease upon expiry. The lease payment will be adjusted to reflect market price when renewing the contract.

For the year ended December 31, 2018, lease expenses was $103,860 thousand.

(ii) Lessor

The Company leases out its investment property. The Group has classified these leases as operating leases, because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets; please refer to note 6(j).

A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date are as follows:

ing date are as follows:
December 31, 2019
Less than one year $ 55,154
One to two years 53,406
Two to three years 52,805
Three to four years 48,362
Four to five years 35,293
More than five years 9,953
Total undiscounted lease payments $ 254,973
The future minimum lease payments under non-cancellable leases are as follows:
December 31, 2018
More than five years $ 68,626
  • (q) Employee benefits

  • (i) Defined benefit plans

The following table shows a reconciliation between the present value of the defined benefit obligation and the fair value of plan assets:

The present value of the defined benefit obligations
Fair value of plan assets
The net defined benefit liability
December 31, 2019 December 31, 2018
607,256
(467,801)
$ 615,154
(504,256)
$
110,898
139,455

The Group established the pension fund account for the defined benefit plan in Bank of Taiwan. The plan, under the Labor Standards Law, provides benefits based on an employee's length of service and average monthly salary for the six-month period prior to retirement.

1) Composition of plan assets

The Group allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labors. Minimum annual distributions of the funds by the Bureau shall be no less than the earnings attainable from the two-year time deposits with the interest rates offered by local banks.

The Group's Bank of Taiwan labor pension reserve account balance amounted to $504,256 thousand at the end of the reporting period. For information on the utilization of the labor pension fund assets including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
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2) Movements in present value of defined benefit plan obligation

The movements in present value of the Group's defined benefit plan obligation for the years ended December 31, 2019 and 2018, were as follows:

Defined benefit obligation as of 1 January
Current service costs and interest
Remeasurements of net defined benefit liability (asset)
-Return on plan assets (excluding current interest expense)
-Due to changes in financial assumption of actuarial (losses) gains
Benefits paid by the plan
Defined benefit obligation as of 31 December
2019 2018
598,028
14,742
21,429
12,848
(39,791)
$ 607,256
12,664
16,393
20,478
(41,637)
$
615,154
607,256
  • 3) Movements in fair value of defined benefit plan assets

The movements in the fair value of the defined benefit plan assets for the years ended December 31, 2019 and 2018, were as follows:

2019
2018
Fair value of plan assets as of January 1
$ 467,801
423,675
5,111
5,668
Remeasurements of net defined benefit liability (asset)
-Return on plan assets (excluding current interest expense)
16,393
12,423
Contributions made
56,588
65,827
Benefits paid by the plan
(41,637)
(39,791)
Fair value of plan assets as of December 31
$
504,256
467,802
xpenses recognized in profit or loss
he expenses recognized on profit or loss for the years ended December 31, 2019 and 2018, were as follows:
2019
2018
Current service cost
$ 6,009
6,710
Net interest on the defined benefit liability (asset)
1,544
2,365
$
7,553
9,075
he Group recognized pension costs of the defined benefit plans in profit or loss as follows:
2019
2018
Operating costs
$ 4,573
5,555
Operating expenses
2,383
3,089
Other income and expenses
367
222
Other
230
209
$
7,553
9,075
2019 2018
423,675
5,668
12,423
65,827
(39,791)
$ 467,801
5,111
16,393
56,588
(41,637)
$
504,256
467,802
$ 4,573
2,383
367
230
$
7,553
9,075

4) Expenses recognized in profit or loss

The expenses recognized on profit or loss for the years ended December 31, 2019 and 2018, were as follows:

The Group recognized pension costs of the defined benefit plans in profit or loss as follows:

5) Remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income The Group's remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2019 and 2018 were as follows:

Balance of January 1
Recognized during the period
Balance of December 31
2019 2018
(178,457)
(21,854)
$ (200,311)
(20,478)
$
(220,789)
(200,311)

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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
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6) Actuarial assumptions

The following are the Group's principal actuarial assumptions:

Discount rate
Future salary increases rate
December 31, 2019
1.000%
1.500%
December 31, 2018
1.125%
1.500%

The Group expects to make contributions of $61,731 thousand to the defined benefit plans in the next year starting from the reporting date of 2019.

The weighted average duration of the defined benefit plan is 10.65 years.

7) Sensitivity analysis

When calculating the present value of the defined benefit obligation, the Group uses judgments and estimations to determine the related actuarial assumptions, including discount rate, employee turnover rates and future salary changes, as of the balance sheet date. Any changes in the actuarial assumptions may significantly impact the amount of the defined benefit obligation.

As of December 31, 2019 and 2018, the effects of the present value of the defined benefit obligation arising from changes in principal actuarial assumptions were as follows:

December 31, 2019
Discount rate
Future salary increase rate
December 31, 2018
Discount rate
Future salary increase rate
The impact of defined benefit obligation The impact of defined benefit obligation

Increase 0.25%

Decrease 0.25%
12,751
(11,932)
13,291
(12,450)
$ (12,334)
12,266
(12,848)
12,819

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions remain constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of the pension liabilities in the balance sheets.

The method and assumptions used on current sensitivity analysis is the same as those of the prior year.

(ii) Defined contribution plans

The Group has made monthly contributions equal to 6% of each employee's monthly wages to the labor pension personal account at the Bureau of the Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Group contributes a fixed amount to the Bureau of the Labor Insurance without additional legal or constructive obligations.

The Group's pension costs under the defined contribution plan were $108,450 thousand and $101,634 thousand for the years 2019 and 2018, respectively. Payments were made to the Bureau of Labor Insurance and to local government for the overseas subsidiaries.

(iii) Short-term employee benefit liabilities

government for the overseas subsidiaries.
hort-term employee benefit liabilities
Compensated absence liabilities December 31, 2019 December 31, 2018
39,821
$
44,926

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performance, and risk management
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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
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(r) Income tax

(i) Income tax expenses

The amount of the Group's income tax for the years ended December 31, 2019 and 2018, were as follows:

Current income tax expense
Current period
Adjustment for prior periods
Deferred tax expense
Origination and reversal of temporary differences
Income tax expenses of continued operations
2019 2018
310,548
7,924
$ 254,069
(230)
253,839 318,472
183,679 78,301
$
437,518
396,773

Reconciliations of the Group's income tax expense (benefit) and the profit before tax for 2019 and 2018 were as follows:

Income before tax
Income tax calculated on pretax accounting income at statutory
rate
Effect of tax rates in foreign jurisdiction
Dividend income
Adjustment for prior periods
Domestic investment loss
Foreign investment income
R&D tax credits utilized
Surtax on unappropriated earnings
Withholding tax of revenue from overseas
Adjustment of tax rates
Current-year losses for which no deferred income tax asset was
recognized
Change in unrecognized temporary differences
Income basic tax
Others
Total
2019 2018
1,630,443
$
1,254,638
$ 250,928
39,149
(11,625)
(230)
-
125,766
(9,000)
7,105
33,630
-
-
1,883
7,147
(7,235)
326,087
42,714
(10,885)
7,924
(94,488)
(20,264)
(7,900)
-
35,076
51,772
80,800
7,117
-
(21,180)
$
437,518
396,773

(ii) Recognized deferred tax assets and liabilities

1) Unrecognized deferred tax assets

The Group deferred tax assets have not been recognized in respect of the following items:

Tax effect of deductible Temporary Differences
The carryforward of unused tax losses
December 31, 2019
$ 9,000
60,276
$
69,276
December 31, 2018
7,117
80,800
87,917

Under the income tax rate, tax losses can be carried forward for ten years to offset taxable income after permitted by domestic tax authority. Deferred income tax assets have not been recognized in respect of these items because it is not probable that the future taxable profit will be available, against which, the Group can utilize the benefits therefrom.

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Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

As of December 31, 2019, the amount of tax losses not yet recognized as deferred tax assets and their credit for the previous year is as follows:

or the previous year is as follows:
Year Amount
$ 45,823
255,559
$301,382
Year of expiration
2016
2018

2026
2028

2) Recognized deferred income tax assets and liabilities

Changes in the amount of deferred income tax assets and liabilities for 2019 and 2018 were as follows: Deferred tax assets:

Balance at January 1, 2019
Recognized in profit or loss
Balance at December 31, 2019
Balance at January 1, 2018
Recognized in profit or loss
Balance at December 31, 2018
Deferred tax liabilities:
Balance at January 1, 2019
Recognized in profit or loss
Balance at December 31, 2019
Balance at January 1, 2018
Recognized in profit or loss
Balance at December 31, 2018
Defined benefit
plans
$ 23,520
(9,789)
$
13,731
$ 30,053
(6,533)
$
23,520
Foreign invest-
ment income
accounted for
under equity
method
$ 427,475
159,213
Allowance
for invento-
ry valuation
53,214
(2,462)
50,752
46,542
6,672
53,214
Depreciation
difference
between
financial and
tax reporting
Loss carry-
forward
57,394
(3,872)
53,522
66,262
(8,868)
57,394
Land value
increment
tax
Others
110,191
(7,757)
102,434
149,641
(39,450)
110,191
Others
Total
244,319
(23,880)
220,439
292,498
(48,179)
244,319
Total
56,683
-
116,268
26,434
695,682
159,799
$
586,688
56,683 142,702 855,481
$ 324,654
102,821
56,683
-
190,357
(74,089)
665,560
30,122
$
427,475
56,683 116,268 695,682

Deferred tax liabilities:

(iii) Examination and approval

The tax returns of the Company have been examined by the tax authorities through 2016.

(s) Capital and other equity

  • (i) Capital

In accordance with the Company’s articles of incorporation amended on June 21, 2018, the capital share of the company amounted to $12,000,000 thousand, divided into 1,200,000,000 shares, at NT$10 per share.

In accordance with the original Company’s articles of incorporation, the capital share of the company amounted to $9,000,000 thousand, divided into 900,000,000 shares, at NT$10 per share. As of December 31, 2019 and 2018, 825,709,978 shares of ordinary were issued.

(ii) Additional paid-in capital

The components of additional paid-in capital as of December 31, 2019 and 2018, were as follows:

Share premium

Overaging unclaimed dividends
December 31, 2019
$ 849
46,291
December 31, 2018
849
44,309
$
47,140
45,158

In accordance with the ROC Company Act, realized capital surplus can be used to increase share capital or to distribute as cash dividends after offsetting losses. The aforementioned capital surplus includes share premiums and donation gains. In accordance with the Securities Offering and Issuance Guidelines, the amount of capital surplus to increase share capital shall not exceed 10 percent of the actual share capital amount.

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performance, and risk management
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Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
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  • (iii) Retained earnings

  • 1) Legal reserve

The ROC Company Act stipulates that companies must retain 10% of their annual net earnings, as defined in the Act, until such retention equals the amount of issued share capital. When a company incurs no loss, it may, pursuant to a resolution to be adopted by the shareholders' meeting as required, distribute its legal reserve by issuing new shares or cash. Only the portion of legal reserve which exceeds 25% of the issued share capital may be distributed. In accordance with Rule No. 10802432410 issued by Ministry of Economic Affairs, R.O.C on January 9, 2020, the Company has to apply the profit distribution based on its financial statements in 2019, wherein the Company shall use the amount of net profit after tax, plus, those net amounts other than the net profits, which are recognized as undistributed surplus earnings, as the basis for the legal reserve.

  • 2) Special earnings reserve

  • By choosing to apply exemptions granted under IFRS 1 First-time Adoption of International Financial Reporting Standards during the Company's first-time adoption of the IFRSs endorsed by the FSC, unrealized revaluation gains recognized under shareholders' equity and cumulative translation adjustments (gains) were reclassified to retained earnings at the adoption date. In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, an increase in retained earnings due to the first-time adoption of the IFRSs endorsed by the FSC shall be reclassified as a special earnings reserve during earnings distribution. However, when adjusted retained earnings due to the first-time adoption of the IFRSs endorsed by the FSC are insufficient for the appropriation of a special earnings reserve at the transition date, the Company may appropriate a special earnings reserve up to the amount of increase in retained earnings. Upon the use, disposal, or reclassification of related assets, the Company may reverse the special earnings reserve proportionately. As a result of elections made according to IFRS 1, the Company has reclassified $(103,035) thousand to retained earnings and is not required to appropriate a special earnings reserve.

A portion of current-period earnings and undistributed prior-period earnings shall be reclassified as a special earnings reserve during earnings distribution. The amount to be reclassified should be equal to the difference between the total net current-period reduction of special earnings reserve resulting from the first-time adoption of IFRSs and the carrying amount of other shareholders' equity as stated above. Similarly, a portion of undistributed prior-period earnings shall be reclassified as a special earnings reserve (which does not qualify for earnings distribution) to account for cumulative changes to other shareholders' equity pertaining to prior periods due to the first-time adoption of IFRSs. Amounts of subsequent reversals pertaining to the net reduction of other shareholders' equity shall qualify for additional distributions.

  • 3) Distribution of retained earnings

In accordance with the Company’s articles of incorporation amended on June 21, 2018, the profit of annual account, if any, shall deduct the tax and make up the loss carried from previous years, then appropriate 10% as legal reserve fund. The rest shall be distributed or reserved as special reserve pursuant to the Securities and Exchange Act. The distributable earnings shall be the balance after considering the above facts and accounting requirement by the relevant law, if any, plus the unappropriated earnings from the previous period; with regard to distribution of surplus, it is proposed to distribute the available surplus.

With regard to the distribution of the dividends of the above-mentioned shareholders, their cash dividend must not be less than 20% of the total amount distributed.

In accordance with the original Company's articles of incorporation, the Company must retain 10% of its after-tax earnings as legal reserve (less deficits of prior years, if any) and then provide a special reserve. No less than 50% of distributable earnings shall be appropriated to shareholders.

If the dividends and bonuses mentioned above were to be distributed, distribution of cash dividends should not be less than 20% of total dividends, and the distribution of stock dividends should not be more than 80% of total dividends. If the dividends per share are less than $0.5 (dollars), part or all of the remaining earnings can be retained.

The appropriations of 2018 and 2017 earnings as dividends to stockholders that were approved by the Company's shareholders during their meetings on June 6, 2019, and June 21, 2018, respectively, were as follows:

Dividends distributed to common
shareholders:
Cash
2018 Total
amount
809,195
2017
Amount per share
(NT dollars)
$ 0.98
Amount per
share (NT dollars)
0.96
Total
amount
792,682

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

On March 17, 2020, the Company's Board of Directors resolved to appropriate the 2019 earnings. These earnings were appropriated as follows:

Dividends distributed to common shareholders:
Cash
(iv) Other equities (net for tax)
Foreign
exchange
differences
arising from
foreign oper-
ations
Balance as of January 1, 2019
$ 465,589
Foreign exchange differences arising from foreign
operations
(428,553)
Exchange differences on translation financial
statements of foreign subsidiaries accounted for
using equity method
(13,653)
Unrealized gains (losses) from financial assets
measured at fair value through other compre-
hensive income
-
Disposal of investments in equity instruments
designated at fair value through other compre-
hensive income
-
Share of other comprehensive income of associ-
ates and joint ventures accounted for under eq-
uity method, losses on effective portion of cash
flow hedges
-
Balance as of December 31, 2019
$
23,383
Balance as of January 1, 2018
$ 512,008
Foreign exchange differences arising from foreign
operations
24,421
Exchange differences on translation financial
statements of foreign subsidiaries accounted for
using equity method
(70,840)
Unrealized gains (losses) from financial assets
measured at fair value through other compre-
hensive income
-
Share of other comprehensive income of associ-
ates and joint ventures accounted for under eq-
uity method, losses on effective portion of cash
flow hedges
-
Balance as of December 31, 2018
$
465,589
2019
Amount per share
(NT dollars)
Total amount
$ 0.50
412,855
Unrealized gains
(losses) from
financial assets
measured at fair
value through
other compre-
hensive income
Gains
(losses) on
hedging
instruments
Total
801,805
(68,134)
1,199,260
-
-
(428,553)
-
-
(13,653)
106,662
-
106,662
(197,373)
-
(197,373)
-
(12,392)
(12,392)
711,094
(80,526)
653,951
593,961
11,721
1,117,690
-
-
24,421
-
-
(70,840)
207,844
-
207,844
-
(79,855)
(79,855)
801,805
(68,134)
1,199,260
2019 2019 2019
Total amount
412,855
Total
1,199,260
(428,553)
(13,653)
106,662
(197,373)
(12,392)
653,951
1,117,690
24,421
(70,840)
207,844
(79,855)
1,199,260
  • (t) Earnings per share

(i) The calculation of the Company's basic earnings per share and diluted earnings per share were as follows: Basic earnings per share

Net income attributable to common shareholders of the Company
Weighted average number of common shares
Basic earnings per share (in NT dollars)
2019
$
740,316
2018
1,192,186
825,710 825,710
$
0.90
1.44

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Diluted earnings per share
Net income attributable to common shareholders of the Company (diluted)
Weighted-average number of common shares (basic)
Impact of potential common shares
Effect of employees' bonuses
Weighted-average number of shares outstanding (diluted)
Diluted earnings per share (in NT dollars)
loyees' compensation and directors' remuneration
2019
$
740,316
825,710
2,686
828,396
$
0.89

(ii) Diluted earnings per share

(u) Employees' compensation and directors' remuneration

In accordance with the Company's articles of incorporation, if there is profit for the year, the Company should contribute more than 1% of its profit as employees' compensation, and less than 1% as directors' remuneration. The related regulations on distribution of employees' compensation and directors' remuneration were approved by the board of directors.

For the years ended December 31, 2019 and 2018, the estimated amounts of employees' bonuses were $53,614 thousand and $64,290 thousand, respectively, and the estimated amounts of directors' remuneration were $9,813 thousand and $14,064 thousand, respectively. The estimated amounts mentioned above were according to the Company's articles of incorporation, and were recorded as operating cost or operating expenses in the respective periods. Related information would be available at the Market Observation Post System website. The amounts, as stated in the consolidated financial statements, are identical to those of the actual distributions for 2019 and 2018. (v) Revenue from contracts with customers

Primary geographical markets:
Asia
America
Europe
Others
Major product lines:
Synthetic rubber / elastomers
Applied materials
Others
Primary geographical markets:
Asia
America
Europe
Others
Major product lines:
Synthetic rubber / elastomers
Applied materials
Others
Synthetic rubber
$ 18,949,295
4,163,464
3,111,948
883,594
$
27,108,301
$ 26,047,706
-
1,060,595
$
27,108,301
Synthetic rubber
$ 19,476,346
4,444,409
3,314,608
824,410
$
28,059,773
$ 27,112,256
-
947,517
$
28,059,773
2019
Non-synthetic rub-
ber
1,788,382
14,040
-
-
1,802,422
-
1,800,833
1,589
1,802,422
2018
Total
20,737,677
4,177,504
3,111,948
883,594
28,910,723
26,047,706
1,800,833
1,062,184
28,910,723
Non-synthetic rub-
ber
1,675,761
15,632
-
52
1,691,445
-
1,689,317
2,128
1,691,445
Total
21,152,107
4,460,041
3,314,608
824,462
29,751,218
27,112,256
1,689,317
949,645
29,751,218

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Other income and expenses
Rental income
Royalty income
Net service income
Depreciation of investment properties
Net other income
Other income and expenses
Non-operating income and expenses
(i) Other gains
Interest income
Dividend income
Gains from bargain purchase
Other gains
(ii) Other gains and losses
Loss on disposal of property, plant and equipment, net
Foreign exchange gain, net
Gains (losses) on financial assets (liabilities) at fair value
through profit or loss
Other income (loss)
Other gains and losses, net
(iii) Finance costs
Interest expense
2019
$ 36,046
103,930
10,185
(14,725)
32,039
$
167,475
2019
$ 91,875
69,992
-
$
161,867
2019
$ (35,325)
15,977

29,546
2,136
$
12,334
2019
$
188,550

(w) Other income and expenses

  • (x) Non-operating income and expenses

(y) Reclassification of components of other comprehensive income

The changes in components of other comprehensive income were as follows:

Effective portion of cash flow hedges:
Net gains (losses) for current year
Less: Adjustment of reclassification included in profit or loss
Net gains (losses) recognized in other comprehensive income
2019
$ (14,112)
(1,720)
2018
(86,325)
(6,470)
$
(12,392)
(79,855)
  • (z) Financial instruments

  • (i) Credit risk

1) Credit risk exposure

The maximum credit risk exposure of the Group's financial assets is equal to their carrying amount. As of December 31, 2019 and 2018, the maximum credit risk exposure amounted to $9,619,808 thousand, and $9,416,810 thousand, respectively.

  • 2) Concentration of credit risk

The Group's cash and cash equivalents and accounts receivable are the main source of potential credit risk. The Group deposits its cash and cash equivalents in different financial institutions and has no concentration of credit risk on an individual customer. Therefore, the Group concluded that it is not exposed to credit risk. The Group guarantees bank loans for investees. The Group concluded that it is not exposed to credit risk for these transactions.

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Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
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(ii) Liquidity risk

The following are the contractual maturities of financial liabilities, including estimated interest payments but excluding the impact of netting agreements.

December 31, 2019
Non-derivative financial liabilities
Short-term debts
Accounts payable (including related parties)
Other payables
Long-term debts (including other long-term borrowings and current portion)
Lease liabilities
Deposits received
Provision for guarantee liabilities -non current
Derivative financial liabilities
Other swap contracts/other forward contracts:
Outflow
December 31, 2018
Non-derivative financial liabilities
Short-term debts
Accounts payable (including related parties)
Other payables
Long-term debts (including current portion)
Deposits received
Provision for guarantee liabilities -non current
Derivative financial liabilities
Other swap contracts/other forward contracts:
Outflow
Contractual cash flows
$ 4,745,864
2,451,764
976,390
5,511,811
920,136
54,206
2,545,098
5,672
$
17,210,941
$ 4,173,699
1,514,522
997,500
5,286,619
49,266
2,992,087
2,066
$
15,015,759

The Group does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.

(iii) Currency risk

1) Risk exposure

The Grou p's financial assets and financial liabilities exposed to significant currency risk were as follows:

December 31, 2019
Financial assets:
Monetary assets:
USD
EUR
JPY
CNY
Foreign currency
$ 56,148
$ 13,368
$ 89,008
$ 19,094
Exchange rate
30.1060
33.7488
0.2771
4.3231
NTD
1,690,392
451,154
24,664
82,545

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----- End of picture text -----

Within 6 months
4,468,550
2,451,764
976,390
188,214
91,830
54,206
194,540
5,672
8,431,166
3,936,374
1,514,522
997,500
468,567
49,266
732,738
2,066
7,701,033
6 12 months
250,845
-
-
232,521
91,830
-
1,348,028
-
1,923,224
237,325
-
-
466,625
-
797,995
-
1,501,945
1 2 years
26,469
-
-
3,195,864
158,655
-
-
-
3,380,988
-
-
-
628,261
-
437,945
-
1,066,206
2 5 years
-
-
-
1,895,212
310,188
-
1,002,530
-
3,207,930
-
-
-
3,723,166
-
1,023,409
-
4,746,575

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Overview of business operations
Overview of financial status
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performance, and risk management
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Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Financial liabilities:
Monetary liabilities:
USD
EUR
JPY
December 31, 2018
Financial assets:
Monetary assets:
USD
EUR
JPY
CNY
Financial liabilities:
Monetary liabilities:
USD
EUR
JPY
Foreign currency
$ 55,402
$ 10,712
$ 66,081
$ 56,469
$ 12,984
$ 77,582
$ 17,665
$ 57,225
$ 11,634
$ 24,691
Exchange rate
30.1060
33.7488
0.2771
30.7330
35.2047
0.2784
4.4742
30.7330
35.2047
0.2784

2) Sensitivity analysis

The Group's exposure to foreign currency risk arose from cash and cash equivalents, accounts and other receivables, loans and borrowings, and accounts and other payables that were denominated in foreign currencies. If the NTD against the USD, EUR, CNY and JPY had appreciated depreciated by 1% the Group's net income before tax would have increased/decreased by $2,010 thousand and $1,181 thousand for the years ended December 31, 2019 and 2018, respectively, with all other variable factors remaining constant. The analysis was performed on the same basis for both periods.

3) Foreign exchange gain and loss on monetary item

Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For the years ended December 31, 2019 and 2018, foreign exchange gain (including realized and unrealized) amounting to $45,523 thousand and $31,065 thousand, respectively.

  • (iv) Interest rate risk analysis

  • Please refer to the note on liquidity risk management for the interest rate exposure of the Group's financial assets and liabilities.

The following sensitivity analysis is based on the risk exposure to interest rates of the non-derivative financial instruments at the reporting date. For floating-rate instruments, the sensitivity analysis assumes the floating-rate liabilities as of the reporting date are outstanding for the whole year.

If the interest rate had increased / decreased by 1%, the Group's net income before tax would have increased / decreased by $100,384 thousand and $92,158 thousand for the years ended December 31, 2019 and 2018, respectively, with all other variable factors remaining constant. This is mainly due to the Group's borrowing at floating rates.

  • (v) Fair value

1) Categories and fair value of financial instruments

Except for the followings, carrying amount of the Group's financial assets and liabilities are valuated approximately to their fair value, and are not based on observable market date and the value measurements which are not reliable. No additional fair value disclosure is required in accordance to the regulations.

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Financial assets at fair value through profit or loss
Derivative financial assets for hedging
Financial assets at fair value through other comprehensive income
Listed stocks (domestic)
Unlisted stocks (domestic and overseas)
Subtotal
Total
Financial liabilities at fair value through profit or loss
Derivative financial liabilities for hedging
Financial assets at fair value through profit or loss
Derivative financial assets for hedging
Financial assets at fair value through other comprehensive income
Listed stocks (domestic)
Unlisted stocks (domestic and overseas)
Subtotal
Total
Financial liabilities at fair value through profit or loss
Derivative financial liabilities for hedging
Carryin-
gamount
$ 14
115,200
1,022,688
1,137,888
$
1,137,902
$
5,672
Carryin-
gamount
$ 679
305,631
994,175
1,299,806
$
1,300,485
$
2,066
December 31, 2019 December 31, 2019 December 31, 2019
Fair value
Level 1
Level 2
Level 3
-
14
-
115,200
-
-
-
-
1,022,688
115,200
-
1,022,688
115,200
14
1,022,688
-
5,672
-
December 31, 2018
Fair value
Level 1
-
305,631
-
305,631
305,631
-
Level 2
679
-
-
-
679
2,066
Level 3
-
-
994,175
994,175
994,175
-

2) Valuation techniques and assumptions used in fair value determination

If the financial instruments held by the Group have the quoted market price in active market, the fair value of the assets is based on the quoted market price. However, if the instruments have no quoted market price in active market, the Group uses market comparison approach to evaluate the fair value. The main assumption is based on the investee’s earnings after tax and the listed (over the counter) company’s earnings used in computing the market price. The estimated price has been discounted due to the price of the securities lacks the liquidity. The liquidity discount is a significant unobservable input in valuing equity investment. Forward exchange contracts are normally priced based on the exchange rates provided by the world agencies. 3) Reconciliation of Level 3 fair values

Balance at January 1, 2019
Total gains recognized:
In other comprehensive income
Balance at December 31, 2019
Balance at January 1, 2018
Total losses recognized:
In other comprehensive income
Balance at December 31, 2018
Unquoted equity instruments
$ 994,175
28,513
$
1,022,688
$ 885,097
109,078
$
994,175

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Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement Quantified information of significant unobservable inputs was as follows:

Item
Financial assets at fair
value through other
comprehensive income
equity investments with-
out an active market
Valuation technique
Comparative listed com-
pany
Significant unobservable
inputs
•Multipliers of price-
to-earnings ratios
as of December 31,
2019 and Decem-
ber 31, 2018 were
15.79~17.41 and
13.20~17.32, respec-
tively
•Multipliers of equity
ratio 1.17
•Market illiquidity
discount rate as of De-
cember 31, 2019 and
December 31, 2018
was all 20%
Inter-relationship be-
tween significant unob-
servable inputs and fair
value measurement
The estimated fair value
would increase (decrease)
if
•the multiplier was
higher (lower)
•the market illiquidity
discount was lower
(higher)
  • 5) Fair value measurements in Level 3 -sensitivity analysis of reasonably possible alternative assumptions For fair value measurements in Level 3, changing one or more of the assumptions would have the following effects on profit or loss and other comprehensive income:
December 31, 2019
Financial assets fair value through other com-
prehensive income
Equity investments without an active market
December 31, 2018
Financial assets fair value through other com-
prehensive income
Equity investments without an active market
Input
Liquidity dis-
count at 20%
Liquidity dis-
count at 20%
Assumptions
1%
1%
Other comprehensive in-
come
Other comprehensive in-
come
Favorable
$ 12,809
12,431
Unfavorable
(12,809)
(12,431)

The favorable and unfavorable effects represent the changes in fair value, and the fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.

(aa) Financial risk management

  • (i) Overview

The Group is exposed to the following risks arising from financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

This note discloses information about the Group's exposure to the aforementioned risks, and its goals, policies, and procedures regarding the measurement and management of these risks. For additional quantitative disclosures of these risks, please refer to the notes regarding each risk disclosed throughout the financial report.

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performance, and risk management
Special items to be included
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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
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  • (ii) Risk management framework

The Group's finance department is responsible for the establishment and management of the Group's risk management framework and policies. It is overseen by and reports to management, the Audit Committee, and the Board of Directors regarding the framework's operations.

The Group's risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Group's Audit Committee oversees how management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group's Audit Committee is assisted in its oversight role by Internal Audit, with undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

  • (iii) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers and investment securities.

  • 1) Accounts receivable and Notes Receivable

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group's customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk, particularly during deteriorating economic circumstances. The Group’s Accounts Receivable and Notes Receivable are mainly due from customers in China, accounting 53% and 43% of the total amount of the receivables as of December 31, 2019, and 2018, respectively.

The sales department and the finance department of the Group has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Group's standard payment and delivery terms and conditions are offered. The Group's review includes the history of transactions with the counter-party, its financial position, and geographic considerations. Purchase limits are established for each customer, which represent the maximum open amount without requiring approval; these limits are reviewed on a periodic basis. Customers that fail to meet the Group's benchmark creditworthiness may transact with the Group only on a prepayment basis.

Goods are sold subject to a retention of title clause so that in the event of non-payment, the Group may have a secured claim. The Group otherwise does not require collateral in respect of trade and other receivables. The Group has established an allowance for doubtful accounts to reflect its actual and estimated potential losses resulting from uncollectible accounts and trade receivables. The allowance for doubtful accounts consists primarily of specific losses regarding individual customers and estimates of potential losses based on the use of lifetime expected credit loss provision.

  • 2) Investments

The credit risk exposure in the bank deposits and other financial instruments is measured and monitored by the Group's finance department. Since those who transact with the Group are banks and other external parties with good credit standing, financial institutions with a credit rating above investment grade, and government agencies, there are no non-compliance issues. With regard to investment in a financial institution with a credit rating above investment grade, an investment limit is set according to the long-term credit rating. Hence, there is no significant credit risk.

  • 3) Guarantees

The Group's policy allows it to provide financial guarantees to business partners or to related parties and jointly controlled entities according to its percentage ownership in these entities. Financial guarantees provided by the Group as of December 31, 2019 and 2018, are disclosed in note 7 "Related-party Transactions."

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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
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(iv) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

Generally, the Group ensures that it maintains sufficient cash and unused loans to meet expected operational expenses, including the fulfillment of financial obligations. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

(v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

  • 1) Currency risk

  • The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currency of the Company. The currencies used in these transactions are NTD, EUR, USD, JPY and CNY.

Foreign exchange gains and losses resulting from account and trade receivables held by the Group in a currency other than the respective functional currencies are used to offset foreign exchange gains and losses resulting from short-term loans denominated in a foreign currency. Hence, the Group's risk exposure to foreign exchange risk is reduced.

Interest expenses are denominated in the same currency as that of the principal. Generally, the currency of loans matches that of the Group's operating cash flow, primarily consisting of NTD, EUR, USD, JPY, and CNY. With regard to monetary assets and liabilities denominated in a foreign currency, when a short-term risk exposure exists, the Group relies on immediate foreign exchange transactions to ensure the net exposure to foreign exchange risk is maintained at an acceptable level.

The Group does not hedge against investments of related parties.

  • 2) Interest rate risk

The interest rates of the Group's long-term and short-term borrowings are floating. Hence, changes in market conditions will cause fluctuations in the effective interest rate of the aforementioned loans. The Group's finance department monitors and measures potential changes in market conditions, entering into interest rate swaps to achieve a fixed interest rate on the Group's loans.

  • 3) Other market price risk

  • The Group does not enter into any commodity contracts other than to meet the Group's expected usage and sales requirements; such contracts are not settled on a net basis.

(ab) Capital management

The Group’s goal of capital management is to ensure the Group's continuing operating capacity, and to continuously provide remuneration to the shareholders and benefits to other equity holders. To ensure that the above-mentioned goal is achieved, the Group's management reviews its capital structure periodically. In consideration of the overall economic situation, financing cost and sufficiency of cash in-flows generated by operating activities, the Group will adjust its capital structure by paying dividends, issuing new stock, purchasing treasury stock, increasing or decreasing loans, and issuing or purchasing bonds.

The Group's capital structure at the end of the reporting period were as follows:

Total liabilities
Total equity
Total assets
Debts ratio
December 31, 2019
$ 16,062,200
16,452,723
$
32,514,923
49%
December 31, 2018
13,348,328
16,881,841
30,230,169
44%

As of December 31, 2019, there were no material changes in the Group's debts ratio.

(ac) Investing and financing activities not affecting current cash flow

The Group did not have any non-cash flow transactions on investing and financing activities for the years ended December 31, 2019 and 2018.

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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
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(ad) Reconciliation of liabilities arising from financing activities

Reconciliation of liabilities arising from financing activities for the years ended December 31, 2019 and 2018 were as follows:

Long-term borrowings (including current portion)
Other long-term borrowings
Short-term borrowings
Lease liabilities
Total liabilities from financing activities
Long-term borrowings (including current portion)
Other long-term borrowings
Short-term borrowings
Short-term commercial paper payable
Total liabilities from financing activities
January 1,
2019
$ 4,568,325
499,693
4,147,772
1,061,164
Cash
flows
432,005
(155,663)
651,635
(195,171)
732,806
Cash flows
$
10,276,954
January 1,
2018
$ 1,600,000
-
6,365,254
349,975
$
8,315,229

<7> Related-party Transactions

(a) Parent company and ultimate controlling party

Montrion Corporation is the ultimate controlling party of the Group, which indirectly holds 14.14% of the company's outstanding common shares through Han-De Construction Co., Ltd, and Wei-Dar Development Co., Ltd. and controls more than half of board of directors members.

(b) Names and relationship with related parties

In this consolidated financial report, the related parties having transactions with the consolidated group are listed as below:

Name of related party

  • Relationship with the Group

  • ・[The Group recognized joint venture under equity ] method (reclassified from associate to joint venture since April 2018)

Indian Synthetic Rubber Private Limited

  • ・[The Group recognized associates under equity meth-] od

ARLANXEO-TSRC (Nantong) Chemical Industries Co., Ltd.

Asia Pacific Energy Development Co., Ltd.

  • ・[The Group recognized joint venture under equity ] method (has been liquidated in December 2018)

Taiwan Advanced Material Corp.

  • ・[The Group recognized joint venture under equity ] method

Nantong Qix Storage Co., Ltd.

  • ・[Corporate investor of the consolidated entity]

Marubeni Corporation UBE Industrial Ltd.

〃 〃 〃

  • ・[Other related parties of the group]

Metropolis Property Management Corporation Continental Engineering Corporation WFV Corporation

  • ・[Subsidiary of corporate investor of the consolidated ] entity

UBE (Shanghai) Ltd.

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(c) Significant transactions with related parties

(i) Operating revenue

The amounts of significant sales by the Group to related parties were as follows:

re as follows:
2019 2018
$ 33,669 17,149

Associates

The sales price with related parties is not significantly different from normal transactions, and the payment terms were about one month.

(ii) Purchases

The amounts of purchase transactions with related parties were as follows:

2019
$369,341
2018
212,465

Others

There were no significant differences between the pricing of purchase transactions with related parties and that with other suppliers. The payment terms ranged from one to two months, which were similar to other suppliers. (iii) Service income and expenses

The Group provided and received warehouse, management, technologies and IT services to associates, joint ventures, and other related parties. The amounts recognized as other income and expenses were as follows:

Associates
Indian Synthetic Rubber Private Limited

ARLANXEO-TSRC (Nantong) Chemical Industries Co., Ltd.
Joint ventures
Indian Synthetic Rubber Private Limited
Others
Other related parties
Others

(iv) Lease -Rent income
Others
The amount of rent is in reference to neighboring rent, and the
parties.
2019
$ -
149,375
53,466
3,614
(12,971)
$
193,484
2019
$
4,445
2018
15,197
174,309
47,455
3,786
(8,393)
232,354
2018
4,439

(v) Receivable from related parties

The details of the Group's receivable from related parties were as follows:

December December 31, December 31, December 31,
Account Type of related parties 2019 2018
Other receivable Associates
ARLANXEO-TSRC (Nantong) Chemical Industries Co., Ltd. $ 24,403 21,365
Other receivable Joint ventures
Indian Synthetic Rubber Private Limited 17,541 20,820
Others 546 242
$ 42,490 42,427
(vi) Payable to related parties
The details of the Group's payable to related parties were as follows:
Account Type of related parties December 31, 2019 December 31, 2018
Accounts payable Other related parties $ 59,418 -
Other payable Other related parties 910 908
$ 60,328 908

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performance, and risk management
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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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(vii) Guarantees

The credit limits of the guarantees the Group had provided on the bank loans of related parties were as follows:

December 31, 2019 December 31, 2018
Associates
ARLANXEO-TSRC (Nantong) Chemical Industries Co., Ltd. $ 1,113,557 1,530,733
Joint ventures
Indian Synthetic Rubber Private Limited 1,431,541 1,461,354
$ 2,545,098 2,992,087
Accordingly, the amounts of the Group recognized provision liabilities and investments accounted for under the
equity method were as follows:
December 31, 2019 December 31, 2018
Associates
ARLANXEO-TSRC (Nantong) Chemical Industries Co., Ltd. $ 4,080 4,428
Joint ventures
Indian Synthetic Rubber Private Limited 15,147 24,761
$ 19,227 29,189

Accordingly, the amounts of the Group recognized provision liabilities and investments accounted for under the equity method were as follows:

(d) Key management personnel transactions

The compensation of the key management personnel comprised the following:

Short-term employee benefits
$ Post-employment benefits
$
Pledged Assets
The carrying values of pledged assets were as follows:
Pledged assets
Object
Restricted savings deposits (recorded as other
non-current assets)
Guarantee for bank loans
Machinery etc. (recorded property, plant and
equipment)
Guarantee for long-term
borrowings
Short-term employee benefits
$ Post-employment benefits
$
Pledged Assets
The carrying values of pledged assets were as follows:
Pledged assets
Object
Restricted savings deposits (recorded as other
non-current assets)
Guarantee for bank loans
Machinery etc. (recorded property, plant and
equipment)
Guarantee for long-term
borrowings
$ 2019 2018
108,307
1,288
109,595
December 31, 2018
111,402
1,498
$ 112,900
Guarantee for bank loans
Guarantee for long-term
borrowings
-
361,731
$
318,843
361,731

<8> Pledged Assets

<9> Commitments and Contingencies

(a) As of December 31, 2019 and 2018, the Group's unused letters of credit outstanding for purchases of materials were $1,898,743 thousand and $2,050,872 thousand, respectively.

(b) As of December 31, 2019 and 2018, the Group's signed construction and design contracts with several factories totaled $2,222,624 thousand and $1,717,411 thousand, respectively, of which $1,665,915 thousand and $466,392 thousand, respectively, were paid.

<10> Losses Due to Major Disasters: None.

<11> Subsequent Events

The Group intends to purchase the parcel of land under the lease agreement with Yongan Industrial Park Service Center under Industrial Development Bureau of Ministry of Economic Affairs. The Group paid $140,042 thousand on March 10, 2020 after the deduction of rent paid and security deposit, which amounted to $102,676 thousand. As of March 17, 2020, the property transfer registration is still being processed.

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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<12> Others

A summary of current period employee benefits, depreciation, and amortization, by function, is as follows:

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By function Year ended December 31, 2019 Year ended December 31, 2018
Operating Operating Operating Operating
Total Total
By nature costs expenses costs expenses
Employee benefits
Salary 1,008,407 668,306 1,676,713 935,385 633,012 1,568,397
Labor and health insurance 88,290 59,425 147,715 84,622 55,575 140,197
Pension 76,394 39,609 116,003 73,865 36,844 110,709
Directors' remuneration - 22,879 22,879 - 40,402 40,402
Others (note 1) 153,050 95,282 248,332 162,922 88,733 251,655
Depreciation (note 2) 811,953 170,280 982,233 743,685 116,164 859,849
Amortization 6,081 148,129 154,210 6,422 146,218 152,640
----- End of picture text -----

Note1: Other personnel expenses included meals, employee welfare, training expenses and employees' bonus.

  • Note2: Depreciation expenses for investment property recognized under other income and expenses amounting to $14,725 thousand and $14,726 thousand for the years ended December 31, 2019 and 2018 were excluded.

<13> Other Disclosures

(a) Information on significant transactions:

The following is the information on significant transactions required by the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" for the Group:

  • (i) Loans to other parties:

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Highest
balance of
Financial
financing to Ending
No. Name of lender Name of borrower statement Related party other parties balance
account
during the
year
TSRC (Shanghai) Industries TSRC (Nantong) Indus-
1 Loan Yes 189,144 185,893
Ltd. tries Ltd.
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  • Note1: The loan limit extended per party of TSRC (Shanghai) Industries Ltd. should not be over 10% of total equity. However, if the counterparty is a subsidiary 100% owned, directly or indirectly by TSRC, the loan limit extended per party should not be over 50% of the total equity of the most recent financial statements audited or reviewed by a CPA.

  • Note2: The maximum loan extended to all parties of TSRC (Shanghai) Industries Ltd. should not be over 40% of total equity. However, if the counterparty is a subsidiary 100.00% owned, directly or indirectly by TSRC, the total loan limit should not be over 100% of total equity of the most recent financial statements audited or reviewed by a CPA .

  • Note3: TSRC (Shanghai) Industries Ltd., and TSRC (Nantong) Industries Ltd. are 100.00% owned by TSRC.

  • Note4: Credit period: The financing period should not be over one year.

  • Note5: Loans to other parties numbering is as follows:

  • (1) if it's ordinary business relationship, the number is "1".

  • (2) if it needs short term financial funds, the number is "2".

  • Note6: The transactions within the Group were eliminated in the consolidated financial statements.

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Unit: thousand NTD

Amount
actually
drawn
Range of
interest
rates
Purposes
of fund
financing
for the
borrowers
Transaction
amount for
business
between
twoparties
Reasons for short
-term financing
Allowance
for bad
debt
Collateral Collateral Financing
limit for each
borrowing
company
Maximum
financing
limit for the
lender
Item Value
185,893 3.915% 2 - Operating
capital
- - 245,514
(Note 1)
491,027
(Note 2)

147

(ii) Guarantees and endorsements for other parties:

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

No. Name
of Company
Counter-party of guarantee and endorsement Counter-party of guarantee and endorsement Limitation on
amount of
guarantees
and
endorse-
ments for one
party
Highest balance
for guarantees
and endorse-
ments during
the year
Ending balance of
guarantees
and endorsements
Name Rela-
tionship
with the
Compa-
ny
0 TSRC TSRC (USA) Investment Corpora-
tion
4 (Note 2) 474,180 451,590
0 TSRC ARLANXEO-TSRC (Nantong)
Chemical Industries Co., Ltd.
6 (Note 2) 1,557,702 1,113,557
0 TSRC Indian Synthetic Rubber Private
Limited
6 (Note 2) 1,503,151 1,431,541
0 TSRC TSRC (Vietnam) Co., Ltd. 4 (Note 2) 458,586 439,548
0 TSRC Dexco Polymers L.P. 4 (Note 2) 316,120 301,060
  • Note1: The guarantee's relationship with the guarantor is as follows:

  • (1) A company with which it does business.

  • (2) A company in which the public company directly and indirectly holds more than 50 percent of the voting shares.

  • (3) A company that directly and indirectly holds more than 50 percent of the voting shares in the public company.

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

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

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

  • (7) Companies in the same industry provide among themselves joint and several securities for a performance guarantee of a sales contract for pre construction homes pursuant to the Consumer Protection Act for each other.

  • Note2: The guaranteed amount is limited to 50% of total equity amounting to $7,437,846 thousand.

  • Note3: The aggregate amount of guarantee by the Company is limited to 1.5 times its stockholders' equity, amounting to $22,313,538 thousand.

Note4: The transactions within the Group were eliminated in the consolidated financial statements.

(iii) Securities held as of December 31, 2019 (excluding investment in subsidiaries, associates and joint ventures):

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Nature and name Relationship
Name of holder with the Account name
of security
security issuer
TSRC Taiwan High Speed Rail Corpora- - Financial assets at fair value through other
tion comprehensive income -non-current
TSRC Evergreen Steel Corporation - Financial assets at fair value through other
comprehensive income -non-current
TSRC Thai Synthetic Rubbers Co., Ltd. - Financial assets at fair value through other
comprehensive income -non-current
TSRC Hsin Yung Enterprise Corporation - Financial assets at fair value through other
comprehensive income -non-current
Dymas Corpo- - Financial assets at fair value through other
Thai Synthetic Rubbers Co., Ltd.
ration comprehensive income -non-current
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  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

(v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

(vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

148

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Amount
actually drawn
Property pledged
on guarantees
and endorsements
(Amount)

Ratio of accumu-
lated amounts of
guarantees and
endorsements to
net worth of the
latest financial state-
ments
Maximum allow-
able amount for
guarantees and
endorsements
Parent company
endorsement /
guarantees to
third parties on
behalf of subsidi-
ary
Subsidiary en-
dorsement /
guarantees to
third parties on
behalf of parent
company
Endorse-
ments/
guarantees to
third parties
on
behalf of
Company
in Mainland
China
353,746 - 3.03% (Note 3) Y
276,544 - 7.49% (Note 3) Y
1,217,035 - 9.62% (Note 3)
391,378 - 2.95% (Note 3) Y
245,096 - 2.02% (Note 3) Y

Unit: thousand NTD

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Ending balance Maximum
Number of shares Book value percentaHolding ge Market value investment in 2019 Remarks
3,000,000 115,200 0.05% 115,200 100,010
12,148,000 349,984 3.00% 349,984 209,878
599,999 147,180 5.42% 147,180 65,143
5,657,000 320,073 3.90% 320,073 64,296
837,552 205,451 7.57% 205,451 57,477
1,137,888 1,137,888 496,804
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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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  • (vii) Related party transactions for purchases and sales with amounts exceeding the lower of NT$300 million or 20% of the capital stock:

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Name of Company Counter-party Relationship
TSRC (Lux.) Corporation S.à r.l. TSRC Related parties
TSRC TSRC (Lux.) Corporation S.'a r.l. Related parties
Shen Hua Chemical Industries Co., A director of Shen Hua Chemical In-
Ltd. Marubeni Corporation dustries Co., Ltd.
Dexco Polymers L.P. TSRC Related parties
TSRC Dexco Polymers L.P. Related parties
A director of TSRC UBE (Nantong)
TSRC-UBE (Nantong) Industries Ltd. Marubeni Corporation Industries Ltd.
Polybus Corporation Pte Ltd. TSRC (Nantong) Industries Ltd. Related parties
TSRC (Nantong) Industries Ltd. Polybus Corporation Pte Ltd. Related parties
TSRC (Lux.) Corporation S.'a r.l. Dexco Polymers L.P. Related parties
Dexco Polymers L.P. TSRC (Lux.) Corporation S.'a r.l. Related parties
TSRC (Lux.) Corporation S.'a r.l. TSRC (Nantong) Industries Ltd. Related parties
TSRC (Nantong) Industries Ltd. TSRC (Lux.) Corporation S.'a.r.l. Related parties
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Note1: The transactions within the Group were eliminated in the consolidated financial statements.

(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:

Name of related party Counter-party Relationship Balance of receivables from
related party
TSRC (Nantong) Industries Ltd. TSRC (Lux.) Corporation S.à r.l. Related par-
ties
234,516

Note 1: Transactions within the Group were eliminated in the consolidated financial statements. Note 2: Until March 17, 2020.

(ix) Trading in derivative instruments: Please refer to note 6(b).

150

Unit: thousand NTD

(vii)

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Status and reason for de-
Transaction details viation from arm's length Account / note receivable (payable)
transaction Re-
Percentage Percentage of total marks
Purchase Credit peri-
Amount of total pur- Credit period Unit price Balance accounts / notes receiv-
/ Sale od
chases / sales able (payable)
chasePur- 202,417 7.84% 70 days - (34,574) (9.97)%
Sale (202,417) (1.86)% 70 days - 34,574 3.24%
chasePur- 190,379 3.34% 14 days - (45,243) (7.02)%
chasePur- 208,268 8.43% 70 days - (55,015) (13.69)%
Sale (208,268) (1.92)% 70 days - 55,015 5.15%
chasePur- 178,962 8.02% 14 days - (14,175) (4.49)%
chasePur- 264,908 84.85% 40 days - (19,747) (50.39)%
Sale (264,908) (5.92)% 40 days - 19,747 3.75%
chasePur- 859,445 33.30% 90 days - (82,025) (23.65)%
Sale (859,445) (21.19)% 90 days - 82,025 20.42%
chasePur- 1,518,361 58.82% 70 days - (234,516) (67.62)%
Sale (1,518,361) (33.92)% 70 days - 234,516 44.51%
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Unit: thousand NTD

Turnover rate Overdue amount Overdue amount Amounts received in subsequent
period (Note 2)
Allowances for bad debts
Amount Action taken
6.09 - 128,079 -

151

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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(x) Business relationships and significant intercompany transactions:
Existing
No. Name of Company Name of counter party with the counter- relationship
party
0 TSRC TSRC (Nantong) Industries Ltd. 1
0 TSRC TSRC (Nantong) Industries Ltd. 1
0 TSRC TSRC (Lux.) Corporation S.'a r.l. 1
0 TSRC TSRC (Lux.) Corporation S.'a.r.l. 1
0 TSRC Polybus Corporation Pte Ltd. 1
0 TSRC Dexco Polymers L.P. 1
0 TSRC Dexco Polymers L.P. 1
0 TSRC TSRC (Nantong) Industries Ltd. 1
1 TSRC (Nantong) Industries Ltd. TSRC (Shanghai) Industries Ltd. 3
1 TSRC (Nantong) Industries Ltd. Polybus Corporation Pte Ltd. 3
1 TSRC (Nantong) Industries Ltd. TSRC (Lux.) Corporation S.'a r.l. 3
1 TSRC (Nantong) Industries Ltd. TSRC (Lux.) Corporation S.'a r.l. 3
1 TSRC (Nantong) Industries Ltd. TSRC-UBE (Nantong) Industries Ltd. 3
2 Dexco Polymers L.P. TSRC (Lux.) Corporation S.'a r.l. 3
2 Dexco Polymers L.P. TSRC (Lux.) Corporation S.'a r.l. 3
3 TSRC (Lux.) Corporation S.'a r.l. TSRC 2
4 TSRC (Shanghai) Industries Ltd. TSRC (Nantong) Industries Ltd 3
4 TSRC (Shanghai) Industries Ltd. TSRC (Nantong) Industries Ltd 3
5 TSRC-UBE (Nantong) Industries Ltd. Polybus Corporation Pte Ltd 3
5 TSRC-UBE (Nantong) Industries Ltd. Shen Hua Chemical Industries Co., Ltd. 3
0 TSRC TSRC (USA) Investment Corporation 1
0 TSRC TSRC (Vietnam) Co., Ltd. 1
0 TSRC Dexco Polymers L.P. 1
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(x) Business relationships and significant intercompany transactions:

Note 1: Company numbering is as follows:

(1)Parent company - 0. (2)Subsidiary starts from 1.

Note 2: The number of the relationship with the transaction counterparty represents the following:

(1) represents downstream transactions.(2) represents upstream transactions.(3)represents midstream transactions.

Note 3: For balance sheet items, over 0.1% of total consolidated assets, and for profit or loss items, over 0.1% of total consolidated revenue were selected for disclosure.

Note 4: TSRC's guarantees for bank loans of investees.

Note 5: The transactions within the Group were eliminated in the consolidated financial statements.

152

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Transaction details
Percentage of the total
Account name Amount Trading terms consolidated revenue
or total assets
Sales revenue 72,269 The transaction is not significantly different from normal transac- 0.25%
tions, and the collection terms were about two months
Other income and 52,203 〃 0.18%
expenses
Sales revenue 202,417 〃 0.70%
Accounts receivable 34,574 〃 0.11%
Sales revenue 69,339 〃 0.24%
Sales revenue 208,268 〃 0.72%
Accounts receivable 55,015 〃 0.17%
Other income and 53,967 The transaction is not significantly different from normal transac- 0.19%
expenses tions, and the collection terms were about six months
Sales revenue 62,575 The transaction is not significantly different from normal transac- 0.22%
tions, and the collection terms were about two months
Sales revenue 264,908 〃 0.92%
Sales revenue 1,518,361 〃 5.25%
Accounts receivable 234,516 〃 0.72%
Other income and 213,465 〃 0.74%
expenses
Sales revenue 859,445 The transaction is not significantly different from normal transac- 2.97%
tions, and the collection terms were about three months
Accounts receivable 82,025 〃 0.25%
Other income and 50,390 The transaction is not significantly different from normal transac- 0.17%
expenses tions, and the collection terms were about six months
Sales revenue 57,973 The transaction is not significantly different from normal transac- 0.20%
tions, and the collection terms were about two months
Entrusted loans 185,893 One year based on the contract of entrusted loans 0.57%
Sales revenue 46,491 The transaction is not significantly different from normal transac- 0.16%
tions, and the collection terms were about two months
Sales revenue 63,196 The transaction is not significantly different from normal transac- 0.22%
tions, and the collection terms were about two months
Note 4 451,590 - -
Note 4 439,548 - -
Note 4 301,060 - -
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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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(b) Information on investees:

The following is the information on investees for the year ended December 31, 2019 (excluding information on investees in Mainlanz

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Name of investor Name of investee Address Scope of business
TSRC Trimurti Holding Cor-poration Palm Grove House, P.O.BOX 438, Road Town, Tortola B.V.I Investment corporation
Hardison International Palm Grove House, P.O.BOX 438, Road Town,
TSRC Corporation Tortola B.V.I Investment corporation
Palm Grove House, P.O.BOX 438, Road Town,
TSRC Dymas Corporation Tortola B.V.I Investment corporation
8 VSIP II-A Street 31, Vietnam Singapore In-
TSRC (Vietnam) Co.,
TSRC Ltd. dustrial Park II A, Tan Uyen Town, Binh Duong Production and sale of TPE
Province, Vietnam
Trimurti Holding Polybus Corporation International commerce and
Corporation Pte Ltd. 100 Peck Seah Street #09-16 Singapore 079333 investment corporation
Trimurti Holding TSRC (Hong Kong) 15/F BOC Group Life Assurance Tower 136 Des
Corporation Limited Voeux Road Central Investment corporation
Trimurti Holding Indian Synthetic Rub- Room No.702, Indian Oil Bhawan, 1 Sri Aurob- Production and sale of syn-
Corporation ber Private Limited indo Marg, Yusuf Sarai, New Delhi 110016, India thetic rubber products
TSRC (Hong Kong) TSRC (Lux.) Corpora- International commerce and
Limited tion S.'a r.l. 39-43 avenue de la Liberte L-1931 Luxembourg investment corporation
TSRC (Lux.) Corpo- TSRC (USA) Investment 2711 Centerville Road, Suite 400, Country of
ration S.'a r.l. Corporation New Castle, Wilmington, Delaware. ,19808. Investment corporation
TSRC (USA) Invest- 12012 Wickchester Lane, Suite 280, Houston,
ment Corporation Dexco Polymers L.P. TX77079 Production and sale of TPE
Hardison Interna- Triton International Palm Grove House, P.O.BOX 438, Road Town,
tional Corporation Holdings Corporation Tortola B.V.I Investment corporation
Hardison Interna- Palm Grove House, P.O.BOX 438, Road Town,
tional Corporation Dymas Corporation Tortola B.V.I Investment corporation
Consulting for electric power
Dymas Corpora- Asia Pacific Energy
tion Development Co., Ltd. Cayman Islands facilities management and electrical system design
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Note 1: Amounts in foreign currencies were translated based on the exchange rate at the reporting date (USD1 to NTD30.106; EUR1 to NTD33.7488).

Note 2: TSRC directly owns 19.48% of Dymas's equity and indirectly owns 80.52% via Hardison International Corporation.

Note 3: Transactions within the Group were eliminated in the consolidated financial statements.

(c) Information on investment in Mainland China:

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Method of in- Cumulative investment
Name of investee
in Mainland China Scope of business Issued capital vestment (amount) from Taiwan as
(Note 1) of January 1, 2019
Shen Hua Chemical Production and sale of synthetic rub- 1,240,969 (2)a. -
Industries Co., Ltd. ber products (USD41,220)
Changzhou Asia Power generation and sale of electric- 695,449 (2)c. 115,366
Pacific Co-generation ity and steam (USD23,100) (USD3,832)
Co., Ltd.
TSRC (Shanghai) Production and sale of compounding 165,583 (2)b. 118,015
Industries Ltd. materials (USD5,500) (USD3,920)
Nantong Qix Storage Storehouse for chemicals 90,318 (2)d. 45,159
Co., Ltd. (USD3,000) (USD1,500)
TSRC-UBE (Nantong) Production and sale of synthetic rub- 1,204,240 (2)a. 30,106
Industries Ltd. ber products (USD40,000) (USD1,000)
TSRC (Nantong) Production and sale of TPE 3,164,893 (2)a. 200,145
Industries Ltd. (USD105,125) (USD6,648)
ARLANXEO-TSRC Production and sale of NBR 1,348,749 (2)a. -
(Nantong) Chemical (USD44,800)
Industries Co., Ltd.
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154

Unit: thousand NTD/thousand USD/thousand EUR

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Original cost Ending balance Maximum Net in- Invest-
investment come ment
December 31, December 31, Shares Percentage Book value amount in (loss) of income Remarks
2019 2018 of ownership 2019 investee (loss)
1,005,495 1,005,495 86,920,000 100.00% 13,358,067 1,005,495 716,150 716,150 Subsidiary
109,442 109,442 3,896,305 100.00% 927,087 109,442 85,956 85,956 Subsidiary
38,376 38,376 1,161,004 19.48% 189,652 38,376 97,870 19,065 [Subsidiary (note ]
2)
278,280 278,280 - 100.00% 244,355 278,280 (25,105) (25,105) Subsidiary
1,959,931 1,959,931 105,830,000 100.00% 7,249,603 1,959,931 654,489 654,489 [Indirectly owned ]
(USD65,101) (USD65,101) subsidiary
(USD77,850)2,343,752 (USD77,850)2,343,752 77,850,000 100.00% 3,151,241 2,343,752 (9,184) (9,184) [Indirectly owned ] subsidiary
887,314 887,314
222,861,375 50.00% 396,539 887,314 148,699 74,350 -
(USD29,473) (USD29,473)
(EUR50,800)1,714,439 (EUR50,800)1,714,439 50,800,000 100.00% 2,548,506 1,714,439 (86,545) (86,545) [Indirectly owned ] subsidiary
(USD70,050)2,108,925 (USD70,050)2,108,925 100 100.00% 2,490,167 2,108,925 (76,335) (76,335) [Indirectly owned ] subsidiary
5,798,927 5,798,927 - 100.00% 1,520,826 5,798,927 115,183 115,183 [Indirectly owned ]
(USD192,617) (USD192,617) subsidiary
1,505 (USD50) 1,505 (USD50) 50,000 100.00% 119,631 1,505 7,211 7,211 [Indirectly owned ] subsidiary
144,479 144,479 4,798,566 80.52% 805,234 144,479 97,870 78,805 [Indirectly owned ]
(USD4,799) (USD4,799) subsidiary
339,746 339,746 7,522,337 37.78% 404,508 339,746 218,853 82,683 -
(USD11,285) (USD11,285)
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Unit: thousand NTD/thousand USD

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Investment flow during Cumulative
Direct /
current period investment Accumulated
Net income indirect Maximum Investment
(amount) Book remittance of
Remittance amount amounttriation Repa- from Taiwan as of December 31, 2019 investee(loss) of percentageinvestment holding investment in 2019 income (loss) value earnings in cur-rent period
- - - 142,721 65.44% 812,090 93,396 1,769,841 4,379,389
(note 2)
- - 115,366 324,781 28.34% 197,090 92,043 389,012 -
(USD3,832) (note 3)
- - 118,015 81,606 100.00% 165,583 81,606 491,027 -
(USD3,920) (note 2)
- - 45,159 15,056 50.00% 45,159 7,528 66,433 -
(USD1,500) (note 2)
- - 30,106 61,066 55.00% 662,332 33,586 795,943 -
(USD1,000) (note 2)
- - 200,145 496,578 100.00% 3,164,893 496,578 4,335,549 -
(USD6,648) (note 2)
- - - 39,130 50.00% 674,375 19,565 231,111 -
(note 3)
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Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Note1: The method of investment is divided into the following four categories:

  - (1) Remittance from third-region companies to invest in Mainland China.

  - (2) Through the establishment of third-region companies then investing in Mainland China.

  - a. Through the establishment of Polybus Corporation Pte Ltd. then investing in Mainland China.

  - b. Through the establishment of TSRC (Hing Kong) Limited then investing in Mainland China.

  - c. Through the establishment of Asia Pacific Energy Development Co., Ltd. then investing in Mainland China.

  - d. Through the establishment of Triton International Holdings Corporation then investing in Mainland China.

  - (3) Through transferring the investment to third-region existing companies then investing in Mainland China. (4) Other methods: EX: delegated investments.
  • Note2: The investment income (losses) were recognized under the equity method and based on the financial statements audited by the auditor of the Company.

  • Note3: The investment income (losses) were recognized under the equity method and based on the financial statements audited by international accounting firms.

  • Note4: Amounts in foreign currencies were translated based on the exchange rate at the reporting date (USD1 to NTD30.106).

  • Note5: The transactions within the Group were eliminated in the consolidated financial statements.

  • (ii) Limitation on investment in Mainland China: Unit: thousand NTD /thousand USD

Company
name
Accumulated investment
amount in Mainland China
as of December 31, 2019
Investment (amount) approved by
Investment Commission, Ministry
of Economic Affairs
Maximum investment amount
set by Investment Commission,
Ministry of Economic Affairs
TSRC 508,791
(USD16,900)
5,639,908
(USD187,335)
(Note2)
-
(Note1)
  • Note1: In accordance with the "Regulations on Permission for Investment or Technical Cooperation in Mainland China" and the "Principles for Examination of Applications for Investment or Technical Cooperation in Mainland China" amended and ratified by the Executive Yuan on August 22, 2008, the Company met the criteria for operational headquarters under the Statute for Industrial Innovation and obtained approval from the Industrial Development Bureau, Ministry of Economic Affairs, on August 23, 2018. As it has an operational headquarters status, the Company is not subject to the limitation as to the amount of investment in Mainland China during the period from August 20, 2018 to August 19, 2021.

Note2: This amount includes capital increase out of earnings, approved by the Investment Commission, MOEA.

  • Note3: Amounts in foreign currencies were translated based on the exchange rate at the reporting date (USD1 to NTD30.106).

  • (iii) Significant transactions:

Related information is provided in note 13(a)x.

<14> Segment Information

  • (a) General information

There are two segments which should be reported: synthetic rubber and non-synthetic rubber others. The synthetic rubber segment produces and sells synthetic rubber and TPE products. The non-synthetic rubber segment produces and sells applied materials. The others segment provides storage service.

A reportable department is a strategic business unit providing different products and services. Because each strategic business unit requires different kinds of techniques and marketing tactics, it should be separately managed. Most of the strategic divisions were acquired separately. The management of the acquired divisions remains employed by the Group.

  • (b) Information on income and loss, assets, liabilities, basis of measurement, and the reconciliation for reportable segments

The Group uses the internal management report that the chief operating decision maker reviews as the basis to determine resource allocation and make a performance evaluation. The internal management report includes profit before taxation, but not including any extraordinary activity. Because taxation and extraordinary activity are managed on a group basis, they are not able to be allocated to each reportable segment. In addition, not all profit or loss from reportable segments includes significant non-cash items such as depreciation and amortization. The reportable amount is consistent with that in the report used by the chief operating decision maker.

  • The operating segment accounting policies are consistent with those described in note 4 "Significant Accounting Policies".

The Group treated intersegment sales and transfers as third-party transactions. They are measured at market price. Information on reportable segments and reconciliation for the Group is as follows:

Synthetic
rubber
Revenue:
Revenue from external customers
$ 27,108,301
2019
Non
synthetic
rubber
1,802,422
Others
-
Adjust-
ments or
elimina-
tion
-
Total
28,910,723

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Table of Contents
Letter to the Shareholders
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Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Interest revenue
Total revenue
Interest expenses
Depreciation and amortization
Share of profit of equity accounted investees (as-
sociates and jointly controlled entities)
Reportable segment profit or loss
Reportable segment assets and liabilities (note)
Revenue:
Revenue from external customers
Interest revenue
Total revenue
Interest expenses
Depreciation and amortization
Share of profit of equity-accounted investees
(associates and jointly controlled entities)
Reportable segment profit or loss
Reportable segment assets and liabilities (note)
Synthetic
rubber
75,285
$
27,183,586
$
180,746
$
1,070,769
$
869,944
$
827,226
$
-
2019
Non
synthetic
rubber
2,993
1,805,415
13,503
67,570
-
322,279
-
Others
13,597
13,597
-
14,725
90,211
7,149
-
2018
Adjust-
ments or
elimina-
tion
-
-
(5,699)
(1,896)
(776,029)
97,984
-
Synthetic
rubber
$ 28,059,773
63,495
$ 28,123,268
$ 161,061
$948,506
$ 1,305,978
$ 1,226,488
$-
Non
synthetic
rubber
1,691,445
4,093
1,695,538
9,216
52,729
-
332,391
-
Others
-
10,587
10,587
-
30,444
59,312
25,183
-
Adjust-
ments or
elimination
-
-
-
(843)
(4,464)
(1,067,570)
46,381
-

Note: As the information on segment assets and liabilities was not provided to the chief operating decision maker, the information on segment assets and liabilities is not disclosed.

(c) Geographical information

In presenting information on the basis of geography, segment revenue is based on the geographical location of customers, and segment assets are based on the geographical location of the assets.

Geographical information
Revenue from external customers:
China
United States
Taiwan
Thailand
Vietnam
Germany
Japan
Other countries
Total
Geographical information
Non current assets:
China
Taiwan
United States
Other countries
Total
2019
$ 12,016,138
3,575,084
3,392,860
1,493,596
1,420,734
1,339,558
604,319
5,068,434
$
28,910,723
December 31, 2019
$ 7,424,648
4,544,863
2,337,074
1,484,093
$
15,790,678
2018
12,567,753
3,887,293
2,975,814
1,868,240
1,279,319
1,250,867
596,790
5,325,142
29,751,218
December 31, 2018
6,216,425
4,494,372
2,295,249
818,840
13,824,886

Non-current assets include investment accounted for under the equity method, property, plant and equipment, right-of-use assets, investment property, intangible assets, and other assets, not including financial instruments, deferred tax assets, pension fund assets, and rights arising from insurance contract (non-current). (d) Information about major customers

For the years 2019 and 2018, the Group had no major customer who constituted 10% or more of net sales..

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Information on capital raising activities
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Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Parent Company Only Financial Statements and independent auditors' report for the most recent fiscal year

Independent Auditors' Report

To the Board of Directors of TSRC Corporation:

Opinion

We have audited the financial statements of TSRC Corporation, which comprise the statements of financial position as of December 31, 2019 and 2018, and the statements of comprehensive income, statements of changes in equity and statements of cash flows for the years ended December 31, 2019 and 2018, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the TSRC Corporation as of December 31, 2019 and 2018, and its financial performance and its cash flows for the years ended December 31, 2019 and 2018 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of the financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2018 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year end December 31, 2019. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 1. Revenue recognition

Please refer to note 4(q) and 6(u) for disclosures related to revenue recognition. Description of key audit matter:

Revenue is the key indicator used by investors and management while evaluating the TSRC Corporation’s finance or operating performance. The accuracy of the timing and amount of revenue recognized have significant impact on the financial statements, for which the assumptions and judgments of revenue measurement and recognition rely on subjective judgments of the management. Therefore, we consider it as the key audit matter.

How the matter was addressed in our audit:

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

  1. Inventory measurement

Please refer to note 4(g), note 5, and note 6(f) for disclosures related to inventory measurement. Description of key audit matter:

The inventory of TSRC Corporation includes various types of synthetic rubber and its raw material. Since there is an oversupply and a low market demand in the rubber manufacturing industry, which may result in a decline on the price of raw material,

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

the carrying value of inventories may exceed its net realizable value. The measurement of inventory depends on the evaluation of the management based on evidence from internal and external, both subjective and objective. Therefore, we consider it as the key audit matter.

How the matter was addressed in our audit:

The key audit procedures performed is to understand management’s accounting policy of inventory measurement and determine whether if it is reasonable and is being implement. The procedures includes reviewing the inventory aging documents and analyzing its changes; obtaining the documents of inventory measurement and evaluating whether if the bases used for net realizable value is reasonable; selecting samples and verifying them with the vouchers to test the accuracy of the amount; and reviewing whether the disclosure of inventory measurement made by the management is appropriate.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the TSRC Corporation’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 TSRC Corporation or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the TSRC Corporation’s financial reporting process.

Auditors' Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the TSRC Corporation’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 TSRC Corporation’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 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 TSRC Corporation to cease to continue as a going concern.

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

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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.

The engagement partners on the audit resulting in this independent auditor’s report are Po Shu Huang and Ming Hung Huang.

KPMG

Taipei, Taiwan (Republic of China) March 17, 2020

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Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

TSRC CORPORATION

Balance Sheets

December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
Cash and cash equivalents (note 6(a))
Financial assets at fair value through profit or loss -current (note 6(b))
Notes receivable, net (note 6(d))
Accounts receivable, net (note 6(d))
Account receivable -related parties (notes 6(d) and 7)
Other receivable (notes 6(e) and 7)
Current income tax assets
Inventories (note 6(f))
Other current assets
Total current assets
Non-current assets:
Non-current financial assets at fair value through other comprehensive income (note 6(c))
Investments accounted for under equity method (notes 6(g) and 7)
Property, plant and equipment (notes 6(h), 6(j) and 9)
Right-of-use assets (note 6(i))
Investment property (notes 6(j) and 6(o))
Intangible assets (note 6(k))
Deferred income tax assets (note 6(q))
Other non-current assets
Total non-current assets
December 31,
2019
December 31,
2018
Amount
%
Amount
%
$ 417,440
2
14
-
2,662
-
949,468
4
114,471
-
189,551
1
80
-
2,214,079
9
136,531
-
4,024,296
16
932,437
4
14,719,161
61
2,727,714
11
177,841
1
1,581,599
7
44,819
-
71,630
-
12,149
-
20,267,350
84
338,449
1
-
-
2,041
-
1,062,295
4
58,782
-
134,365
1
74
-
2,469,128
10
134,929
1
4,200,063
17
1,095,695
5
14,442,549
59
2,789,755
12
-
-
1,596,324
7
65,778
-
71,154
-
42,515
-
20,103,770
83

$ 24,291,646 100 24,303,833 100

Total assets

See accompanying notes to parent company only financial statements

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Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Liabilities and Equity
Current liabilities:
Short-term borrowings (note 6(l))
Current portion of long-term borrowings (note 6(l))
Financial liabilities at fair value through profit or loss ─ current (note 6(b))
Accounts payable (note 7)
Other payable (notes 6(m), 6(p), 6(t) and 7)
Current lease liabilities (note 6(n))
Other current liabilities (note 6(l))
Total current liabilities
Non-Current liabilities:
Long-term bank borrowings (note 6(l))
Other long-term borrowings (note 6(l))
Provision liabilities -non-current (note 7)
Deferred income tax liabilities (note 6(q))
Non-current lease liabilities (note 6(n))
Other non-current liabilities (notes 6(l) and 6(p))
Total non-current liabilities
Total liabilities
Equity attributable to shareholders of the company (notes 6(c), 6(g), 6(r) and 6(x):
Common stock
Capital surplus
Retained earnings:
Legal reserve
Unappropriated earnings
Other equity:
Financial statement translation differences for foreign operations
Unrealized gain on financial assets measured at fair value through other comprehensive income
Gains (losses) on hedging instrument
Total equity
Total liabilities and equity
December 31, 2019
Amount
$ 3,135,563
13
100,000
-
228
-
866,363
4
629,017
3
52,313
-
30,338
-
4,813,822
20
3,350,000
14
349,287
1
19,227
-
697,737
3
61,249
-
124,632
1
4,602,132
19
9,415,954
39
8,257,099
34
47,140
-
3,977,141
16
1,940,361
8
5,917,502
24
23,383
-
711,094
3
(80,526)
-
653,951
3
14,875,692
61
$ 24,291,646
100

See accompanying notes to parent company only financial statements

Chairman:Nita Ing

Manager:Joseph Chai

Chief Accountant:Ming-Huang Chen

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Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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TSRC CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

Unit: thousand NTD

2019
Amount
Revenue (notes 6(u) and 7)
$ 10,856,945
Operating costs (notes 6(f), 6(h), 6(i), 6(k), 6(m), 6(n), 6(p), 6(t) and 7)
9,764,551
Gross profit from operations
1,092,394
Less: Unrealized gain (loss) on affiliated transactions
20,037
Gross profit
1,072,357
Operating expenses (notes 6(d), 6(h), 6(i), 6(k), 6(n), 6(o), 6(p), 6(t) and 7):
Selling expenses
370,291
General and administrative expenses
470,035
Research and development expenses
277,659
Impairment loss determined in accordance with IFRS 9
202
Total operating expenses
1,118,187
Other income and expenses, net (notes 6(j), 6(o), 6(p), 6(v) and 7)
175,711
Operating profit
129,881
Non-operating income and expenses (notes 6(g), 6(n) and 6(w)):
Other income
72,313
Other gains and losses
21,259
Finance costs
(101,610)
Share of profit from the subsidiaries, the associates and joint ventures
796,066
Total non-operating income and expenses
788,028
Profit from continuing operations before tax
917,909
Less: Income tax expenses (note 6(q))
177,593
Profit
740,316
Other comprehensive income:
Components of other comprehensive income that will not be reclassified to profit or loss
Gains (losses) on remeasurements of defined benefit plans
(20,478)
Unrealized gains (losses) from investments in equity instruments measured at fair value
through other comprehensive income
104,125
Share of other comprehensive income of subsidiaries, associates and joint ventures
accounted for using equity method, components of other comprehensive income that
will not be reclassified to profit or loss
2,537
Income tax related to components of other comprehensive income that will not be reclas-
sified to profit or loss
-
Components of other comprehensive income that will not be reclassified to profit or loss
86,184
Items that may be reclassified subsequently to profit or loss
Financial statements translation differences for foreign operations
(442,206)
Share of other comprehensive income of subsidiaries, associates and joint ventures ac-
counted for using equity method
(12,392)
Income tax related to components of other comprehensive income that will be reclassified
to profit or loss
-
Components of other comprehensive income that will be reclassified to profit or loss
(454,598)
Other comprehensive income
(368,414)
Total comprehensive income
$371,902
Basic earnings per share (in New Taiwan dollars) (note 6(s))
$
Diluted earnings per share (in New Taiwan dollars) (note 6(s))
$
2019 2018
Amount Amount
$ 10,856,945
9,764,551
100
90
10,834,520
100
9,718,836
90
1,092,394
20,037
10
-
1,115,684
10
7,794
-
1,072,357 10 1,107,890
10
370,291
470,035
277,659
202
3
4
3
-
353,113
3
490,195
5
250,918
2
1,624
-
1,118,187 10 1,095,850
10
175,711 2 238,926
2
129,881 2 250,966
2
72,313
21,259
(101,610)
796,066
1
-
(1)
7
73,955
1
11,051
-
(81,035)
(1)
1,073,192
10
788,028 7 1,077,163
10
917,909
177,593
9
2
1,328,129
12
135,943
1
740,316 7 1,192,186
11
-
1
-
-
(21,854)
-
159,333
1
18,663
-
-
-
86,184 1 156,142
1
(4)
-
-
(46,419)
-
(79,855)
(1)
-
-

(454,598)
(4) (126,274)
(1)
(368,414) (3) 29,868
-
$371,902 4 1,222,054
11
$ 0.90 1.44
$ 0.89 1.44

See accompanying notes to parent company only financial statements

Chief Accountant:Ming-Huang Chen

Chairman:Nita Ing

Manager:Joseph Chai

163

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Table of Contents
Letter to the Shareholders
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Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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TSRC CORPORATION
Statements of Changes in Equity
For the years ended December 31, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars)
Balance at January 1, 2018
Appropriation and distribution:
Legal reserve
Cash dividends
Other changes in capital surplus
Net income
Other comprehensive income (loss)
Total comprehensive income (loss)
Disposal of investments in equity instruments designated at fair
value through other comprehensive income
Balance at December 31, 2018
Appropriation and distribution:
Legal reserve
Cash dividends
Other changes in capital surplus
Net income
Other comprehensive income (loss)
Total comprehensive income (loss)
Disposal of investments in equity instruments at fair value
through other comprehensive income
Balance at December 31, 2019
Common
stock
Capital
surplus
Capital
surplus
Capital
surplus

Legal re-
serve

Unappro-
priated
retained
earnings
$ 8,257,099
-
-
-
-
-
41,043
-
-
4,115
-
-
3,770,512
87,410
-
-
-
-
1,691,172
(87,410)
(792,682)
-
1,192,186
(21,854)
- - - 1,170,332
- - - (29,848)
8,257,099
-
-
-
-
-
45,158
-
-
1,982
-
-
3,857,922
119,219
-
-
-
-
1,951,564
(119,219)
(809,195)
-
740,316
(20,478)
- - - 719,838
- - - 197,373
$ 8,257,099 47,140 3,977,141 1,940,361

TSRC CORPORATION

Statements of Changes in Equity

For the years ended December 31, 2019 and 2018 (Expressed in Thousands of New Taiwan Dollars)

164

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Total other equity interest Total other equity interest
Financial statements
translation differences
for foreign operations

Unrealized gains
(losses) on financial
assets measured at fair
value through other
comprehensive income

Gains (losses) on
effective portion of cash
flow hedges

Total

512,008
-
-
-
-
(46,419)

593,961
-
-
-
-
177,996

11,721
-
-
-
-
(79,855)
1,117,690
-
-
-
-
51,722
(46,419) 177,996 (79,855) 51,722
- 29,848 - 29,848
465,589
-
-
-
-
(442,206)
801,805
-
-
-
-
106,662
(68,134)
-
-
-
-
(12,392)
1,199,260
-
-
-
-
(347,936)
(442,206) 106,662 (12,392) (347,936)
- (197,373) - (197,373)
23,383 711,094 (80,526) 653,951

See accompanying notes to parent company only financial statements

Chief Accountant:Ming-Huang Chen

Chairman:Nita Ing

Manager:Joseph Chai

165

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

TSRC CORPORATION

Statements of Cash Flows

For the years ended December 31, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Consolidated net income before tax
Adjustments:
Adjustments to reconcile profit and loss:
Depreciation
Amortization
Expected credit losses for bad debt expense
Interest expense
Interest income
Dividend income
Share of profit of subsidiaries, associates and joint ventures accounted for under
equity method
Loss on disposal of property, plant and equipment
Unrealized gain from sales
Amortization to operating costs and inventories
Unearned revenue from technology provided to investee
Total adjustments to reconcile profit and loss
Changes in operating assets and liabilities:
Net changes in operating assets:
Financial assets at fair value through profit or loss
Notes receivable
Accounts receivable
Accounts receivable due from related parties
Other receivable
Inventories
Other current assets
Total changes in operating assets, net
Net changes in operating liabilities:
Financial liabilities at fair value through profit or loss
Accounts payable
Other payable
Other current liabilities
Net defined benefit liability
Other operating liabilities
Total changes in operating liabilities, net
Total changes in operating assets and liabilities, net
2019 2019 2018
$ 917,909 1,328,129
- 307,051
24,699
202
101,610
(8,887)
(63,426)
(796,066)
20,037
35,409
37,394
274,913
27,123
1,624
81,035
(7,485)
(66,470)
(1,073,192)
1,088
7,794
-
8,014
(341,977) (745,556)
(14)
(621)
112,625
(55,689)
(34,095)
255,049
(1,602)
-
(1,693)
(33,439)
(18,918)
3,008
(298,113)
(39,996)
275,653 (389,151)
228
(47,859)
11,696
(20,246)
(49,035)
(3,138)
(226)
194,866
50,923
22,134
(56,752)
905
(108,354) 211,850
167,299 (177,301)

166

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Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Unit: thousand NTD

Total adjustments
Cash provided by operating activities
Interest income received
Interest paid
Income taxes paid
Net cash provided by operating activities
Cash flows from investing activities:
Proceeds from disposal of financial assets at fair value through other comprehen-
sive income
Acquisition of investments accounted for under equity method
Acquisition of property, plant and equipment
Increase in other non-current assets
Dividends received
Proceeds from capital repayments of investments accounted for under equity
method
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in short-term commercial paper payable
Decrease in short-term commercial paper payable
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase (decrease) in other long-term borrowings
Decrease in finance lease liabilities
Payment of lease liabilities
Cash dividends paid
Over-aging unclaimed dividends
Net cash provided by (used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2019 2019 2018
(174,678) (922,857)
743,231
8,877
(94,573)
(18,741)
405,272
10,931
(75,195)
(14,978)
638,794 326,030
-

-
246,302
(310,315)
30,366
63,426
-
(278,280)
(320,621)
(28,548)
66,470
245,391
29,779 (315,588)
14,293,533
(13,512,538)
-
-
500,000
(850,000)
(155,663)
-
(59,344)
(807,552)
1,982
27,822,749
(29,277,487)
1,119,523
(1,470,000)
3,000,000
(800,000)
494,940
(6,584)
-
(791,238)
4,115
(589,582) 96,018
78,991
338,449
106,460
231,989
$ 417,440 338,449

See accompanying notes to parent company only financial statements

Chief Accountant:Ming-Huang Chen

Chairman:Nita Ing

Manager:Joseph Chai

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Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

TSRC CORPORATION

Notes to the Financial Statements

For the years ended December 31, 2019 and 2018

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

<1> Organization and Business Scope

TSRC Corporation (the original name was Taiwan Synthetic Rubber Corporation, hereinafter referred to as "the Company") was incorporated in the Republic of China (ROC) on November 22, 1973, as a corporation limited by shares in accordance with the ROC Company Act. In May 1999, Taiwan Synthetic Rubber Corporation was renamed TSRC Corporation as approved by the stockholders' meeting. In June 2016, the Company changed its registered address to be No.2, Singgong Rd., Dashe Dist., Kaohsiung City. The Company is mainly engaged in the manufacture, import, and sale of various types of synthetic rubber, and the import, export, and sale of related raw materials.

<2> Financial Statements Authorization Date and Authorization Process

The parent company only financial statements were approved by the Board of Directors and published on March 17, 2020..

<3> New Standards, Interpretations and Amendments

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning, or after, January 1, 2019. The differences between the current version and the previous version are as follows:

version are as follows:
New, Revised or Amended Standards and Interpretations Effective date
per IASB

IFRS 16 “Leases”
IFRIC 23 “Uncertainty over Income Tax Treatments”
Amendments to IFRS 9 “Prepayment features with negative compensation”
Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement”
Amendments to IAS 28 “Long-term interests in associates and joint ventures”
Annual Improvements to IFRS Standards 2015–2017 Cycle

January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019

Except for the following items, the Company believes that the adoption of the above IFRSs would not have any material impact on its financial statements. The extent and impact of significant changes are as follows:

  • (i) IFRS 16 “Leases”

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

The Company applied IFRS 16 using the modified retrospective approach, under which the cumulative effect of initial application is recognized in retained earnings on January 1, 2019. The details of the changes in accounting policies are disclosed below,

1) Definition of a lease

Previously, the Company determined at contract inception whether an arrangement is, or contains, a lease under IFRIC 4. Under IFRS 16, the Company assesses whether a contract is, or contains, a lease based on the definition of a lease, as explained in Note 4(m).

On transition to IFRS 16, the Company elected to apply the practical expedient to grandfather clause the assessment of which transactions are leases. The Company applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed for whether there is a lease. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed on, or after, January 1, 2019.

168

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Table of Contents
Letter to the Shareholders
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Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

2) As a lessee

As a lessee, the Company previously classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Company. Under IFRS 16, the Company recognizes the right-of-use assets and lease liabilities for most its leases, which are recorded in the balance sheet.

The Company decided to apply the recognition exemptions to the short term leases of its buildings and leases of transportation equipment.

  • Leases classified as operating leases under IAS 17

At transition, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Company’s incremental borrowing rate as at January 1, 2019. Right-of-use assets are measured an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.

In addition, the Company used the following practical expedients when applying IFRS 16 to leases.

  • ─Applied a single discount rate to a portfolio of leases with similar characteristics.

  • ─Adjusted the right-of-use assets by the amount of IAS 37 onerous contract provision immediately before the date of initial application, as an alternative to an impairment review.

  • ─Applied the exemption not to recognize the right-of-use assets and liabilities for leases with less than 12 months of lease term.

  • ─Excluded initial direct costs from measuring the right-of-use asset at the date of initial application.

  • ─Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

  • Leases previously classified as finance leases

For leases that were classified as finance leases under IAS 17, the carrying amounts of the right-of-use asset and the lease liability at January 1, 2019 were determined at the carrying amount of the lease asset and lease liability under IAS 17 immediately before that date.

  • 3) As a lessor

The Company is not required to make any adjustments on transition to IFRS 16 for leases in which it acts as a lessor, except for a sub-lease. The Company recognizes its leases in accordance with IFRS 16 from the date of initial application.

Under IFRS 16, the Company is required to assess the classification of a sub-lease by reference to the rightof-use asset, not the underlying asset. On transition, the Company reassessed the classification of a sub-lease contract previously classified as an operating lease under IAS 17. The Company concluded that the sub-lease is a finance lease under IFRS 16.

4) Impacts on financial statements

On transition to IFRS 16, the Company recognized the additional amounts of $228,804 thousands of rightof-use assets and $170,046 thousands of lease liabilities. When measuring lease liabilities, the Company discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted-average rate applied is 1.31%.

The explanation of the differences between the operating lease commitments disclosed at the end of the annual reporting period immediately preceding the date of initial application, and the lease liabilities recognized in the statement of financial position at the date of initial application disclosed is as follows:

Operating lease commitment at December 31, 2018 as disclosed in the Company’s
financial statements
Extension and termination options reasonably certain to be exercised
Discounted using the incremental borrowing rate at January 1, 2019
Finance lease liabilities recognized as at December 31, 2018
Lease liabilities recognized at January 1, 2019
January 1, 2019

$ 59,503
78,079
$
137,582
$ 134,208
35,838
$
170,046

169

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Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

(ii) IFRIC 23 “Uncertainty over Income Tax Treatments”

  • In assessing whether and how an uncertain tax treatment affects the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits, as well as tax rates, an entity shall assume that a taxation authority will examine the amounts it has the right to examine and have a full knowledge on all related information when making those examinations.

If an entity concludes that it is probable that the taxation authority will accept an uncertain tax treatment, the entity shall determine the taxable profit (tax loss), tax bases, unused tax losses, unused tax credits, as well as tax rates, consistently with the tax treatment used or planned to be used in its income tax filings. Otherwise, an entity shall reflect the effect of uncertainty for each uncertain tax treatment by using either the most likely amount or the expected value, depending on which method the entity expects to better predict the resolution of the uncertainty.

The Company does not expect the application of IFRIC 23 to have any significant impact on its parent company only financial statements on December 31, 2019.

(b) The impact of IFRS endorsed by FSC that will soon take effect

The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning, or after, January 1, 2020 in accordance with Ruling No. 1080323028 issued by the FSC on July 29, 2019:

uly 29, 2019:
New, Revised or Amended Standards and Interpretations
Amendments to IFRS 3 “Definition of a Business”
Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”
Amendments to IAS 1 and IAS 8 “Definition of Material”
Effective date per
IASB
January 1, 2020
January 1, 2020
January 1, 2020

The Company assesses that the adoption of the abovementioned standards would not have any material impact on its financial statements.

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

As of the date, the following IFRSs that have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

ave yet to be endorsed by the FSC:
New, Revised or Amended Standards and Interpretations
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Inves-
tor and Its Associate or Joint Venture”
IFRS 17 “Insurance Contracts”
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
Effective date per IASB

Effective date to be
determined by IASB
January 1, 2021
January 1, 2022

The Company assessed that the above IFRSs may not be relevant to the Company.

<4> Significant Accounting Policies

The significant accounting policies presented in the parent company only financial statements are summarized as follows. Except for those described otherwise, the accounting policies have been applied consistently to all periods presented in these parent company only financial statements, and have been applied consistently to the balance sheet as of reporting date.

(a) Statement of compliance

The financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the Regulations).

  • (b) Basis of preparation

(i) Basis of measurement

The financial statements have been prepared on a historical cost basis except for those otherwise explained in the accounting policies in the notes.

(ii) Functional and presentation currency

The functional currency of each entity is determined based on the primary economic environment. The Company's financial statements are presented in New Taiwan dollars, which is the Company's functional currency. All financial information presented in New Taiwan dollars has been rounded to the nearest thousand.

170

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

(c) Foreign currency

  • Transactions in foreign currencies are translated to the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the year adjusted for the effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate at the end of the year.

  • Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • (i) an investment in equity securities designated as at fair value through other comprehensive income;

  • (ii) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

  • (iii) qualifying cash flow hedges to the extent that the hedges are effective.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign currency gains and losses arising from such items are considered to form part of a net investment in the foreign operation and are recognized in other comprehensive income, and presented in the translation reserve in equity.

  • (d) Classification of current and non-current assets and liabilities

  • (i) An asset is classified as current under one of the following criteria, and all other assets are classified as noncurrent.

    • 1) It expects to realize the asset, or intends to sell or consume it, in its normal operating cycle;

    • 2) It holds the asset primarily for the purpose of trading;

    • 3) It expects to realize the asset within twelve months after the reporting period; or

    • 4) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

  • (ii) A liability is classified as current under one of the following criteria, and all other liabilities are classified as noncurrent.

    • 1) It expects to settle the liability in its normal operating cycle;

    • 2) It holds the liability primarily for the purpose of trading;

    • 3) The liability is due to be settled within twelve months after the reporting period even if refinancing or a revised repayment plan is arranged between the reporting date and the issuance date of the financial statements; or

    • 4) It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(e) Cash and cash equivalents

Cash and cash equivalents comprise cash balances, time deposits, and short-term investments with high liquidity that are subject to an insignificant risk of changes in their fair value.

The time deposits with maturity of one year or less from the acquisition date are listed in cash and cash equivalents because they are held for the purpose of meeting short-term cash commitments instead of investment or other purposes, are readily convertible to a fixed amount of cash, and are subject to an insignificant risk of changes in value.

(f) Financial instruments

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Financial assets are classified into the following categories: measured at amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL).

The Company shall reclassify all affected financial assets only when it changes its business model in managing its financial assets.

171

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Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

  • 1) Financial assets measured at amortized cost

  • A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

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

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI )

  • On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets and accounts receivable (except for those presented as accounts receivable but measured at FVTPL). On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

  • These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

  • 4) Impairment of financial assets

The Company recognizes its loss allowances for expected credit losses on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivable and guarantee deposit paid).

The Company measures its loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:

  • debt securities that are determined to have low credit risk at the reporting date; and

  • other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

  • Loss allowance for trade receivables are always measured at an amount equal to lifetime ECL.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’s historical experience and informed credit assessment as well as forward-looking information.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

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Letter to the Shareholders
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Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is recognized in other comprehensive income instead of reducing the carrying amount of the asset. The Company recognizes the amount of expected credit losses (or reversal) in profit or loss, as an impairment gain or loss.

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

  • 5) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

  • (ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

    • Debt or equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual agreement.
  • 2) Equity instrument

Equity instruments refer to surplus equities of the assets after the deduction of all the debts for any contracts. Equity instruments issued are recognized as the amount of consideration received less the direct cost of issuing.

  • 3) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

  • 4) Derecognition of financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • 5) Offsetting of financial assets and liabilities

The Company presents financial assets and liabilities on a net basis when the Company has the legally enforceable right to offset, and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.

6) Financial guarantee contract

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder of a loss it incurs because a specified debtor fails to make payment when due in accordance with the original or modified terms of a debt instrument.

A financial guarantee contract not designated as at fair value through profit or loss issued by the Company is recognized initially at fair value plus any directly attributable transaction cost. After initial recognition, it is measured at the higher of: (a) the amount of the loss allowance determined in accordance with IFRS 9; and (b) the amount recognized initially less, where appropriate, cumulative amortization recognized in accordance with the revenue recognition policies set out below.

(iii) Derivative financial instruments and hedge accounting

The Company holds derivative financial instruments to hedge its foreign currency exposures. Derivatives are recognized initially at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in profit or loss.

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
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(g) Inventories

The cost of inventories consists of all costs of purchase, costs of conversion, and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories includes an appropriate share of fixed production overhead based on normal capacity and allocated variable production overhead based on actual output. However, unallocated fixed production overhead arising from lower or idle capacity is recognized in cost of goods sold during the period. If actual capacity is higher than normal capacity, fixed production overhead should be allocated based on actual capacity. The method of valuing inventories is the weighted-average method.

Inventories are measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses at the end of the period. When the cost of inventories is higher than the net realizable value, inventories are written down to net realizable value, and the write down amount is charged to current year's cost of goods sold. If net realizable value increases in the future, the cost of inventories is reversed within the original write down amount, and such reversal is treated as a reduction of cost of goods sold.

(h) Investment in associates

  • Associates are those entities in which the Company has significant influence, but not control or joint control, over the financial and operating policies.

The equity of associates is incorporated in the financial statements using the equity method. Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.

The financial statements include the Company's share of the profit or loss and other comprehensive income of equity accounted investees after adjustments to align the accounting policies with those of the Company, from the date that significant influence commences until the date that significant influence ceases. When changes in an associate's equity are not recognized in profit or loss or other comprehensive income of the associate and such changes do not affect the Company's ownership percentage of the associate, the Company recognizes the changes in ownership interests of the associate in capital surplus in proportion to its ownership interests.

  • Gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company’s interests in the associate.

When the Company's share of losses exceeds its interest in associates, the carrying amount of the investment, including any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Company has an obligation or has made payments on behalf of the investee.

(i) Investment in subsidiaries

When preparing the Company's financial statements, investments in subsidiaries which are controlled by the Company using the equity method. Under the equity method, the net income, other comprehensive income, and equity in the financial statements are equivalent to those attributable to the shareholders of the parent company in the consolidated financial statements.

Changes in ownership of a subsidiary that do not result in loss of control are accounted for as equity transactions. If the investment in shares is not made by cash but in exchange with providing service or other assets, the cost of the investment is determined by either the fair value of shares purchased, the fair value of the service provided, or the fair value of the assets exchanged, which ever can be determined more objectively. If the investment in subsidiary is in exchange with service to be provided in the future, the account "investment in equity method" should be credited and reversed to recognized investment income based on the timing of the service provided under a reasonable accounting system.

(j) Joint arrangement

A joint venture is a joint arrangement whereby the Company has joint control of the arrangement (i.e. joint venturers) in which the Company has rights to the net assets of the arrangement , rather than rights to its assets and obligations for its liabilities. The Company recognizes its interest in a joint venture as an investment and accounts for that investment using the equity method in accordance with IAS 28 “Investments in Associates and Joint Ventures”, unless the Company qualifies for exemption from that Standard. Please refer to note 4(i) for the application of the equity method.

The Company determines the type of joint arrangement in which it is involved by considering the structure and form of the arrangement, the separate legal vehicle, the terms agreed by the parties in the contractual arrangement and other facts and circumstances. When the facts and circumstances change, the Company reevaluates whether the classification of the joint arrangement has changed.

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
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  • (k) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

  • (ii) Reclassification to investment properties

Property is reclassified to investment property at its carrying amount when the use of the property changes from owner-occupied to investment property..

  • (iii) Subsequent cost

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

  • (iv) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land has an unlimited useful life and therefore is not depreciated.

The estimated useful lives, for the current and comparative years, of significant items of property, plant and equipment are as follows:

equipment are as follows:
1) Land improvements 8~30 years
2) Buildings 3~60 years
3) Machinery 3~40 years
4) Furniture and fixtures equipment 3~8 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

  • (l) Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment. Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.

Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

  • (m) Leases

Applicable commencing January 1, 2019

  • (i) Identifying a lease

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

  • 1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and

  • 2) the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

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Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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  • 3) the Company has the right to direct use of the asset when it has the decision-making rights that are most relevant to changing how, and for what purpose, the asset is used. In rare cases where the decision about how, and for what purpose, the asset is used is predetermined, the Company has the right to direct the use of an asset if either:

  • ─the Company has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or

  • ─the Company designed the asset in a way that predetermines how, and for what purpose, it will be used.

At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

  • (ii) As a leasee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The rightof-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at, or before, the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by using the impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • ─fixed payments;

  • ─variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • ─amounts expected to be payable under a residual value guarantee; and

  • ─payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • ─there is a change in future lease payments arising from the change in an index or rate; or

  • ─there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or

  • ─there is a change of its assessment of the underlying asset purchase option; or

  • ─there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or

  • ─there is any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Company presents its right-of-use assets that do not meet the definition of investment and its lease liabilities as a separate line item respectively in the statement of financial position.

The Company has elected not to recognize the right-of-use assets and lease liabilities for its short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

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Information on capital raising activities
Overview of business operations
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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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(iii) As a lessor

When the Company acts as a lessor, it determines, at lease commencement, whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Company is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.

Applicable before January 1, 2019

  • (i) Lessor

Lease income from an operating lease is recognized in income on a straight-line basis over the lease term.

  • (ii) Lessee

Leases in which the Company assumes substantially all of the risks and rewards of ownership of leased assets are classified as finance leases. On initial recognition, the lease asset is measured at an amount equal to the lower of its fair value or the present of the minimum lease payments. Subsequent minimum lease payments are attributable to finance cost and the reduction of the outstanding liabilities, and the finance cost is allocated to each period during the lease term using a constant periodic rate of interest on the remaining balance of the liability. The acquisition of property, plant and equipment under a finance lease is accounted for in accordance with the accounting policy applicable to the asset.

Other leases are operating leases and are not recognized in the Company's statement of financial position. Payments made under an operating lease are recognized in profit or loss on a straight-line basis over the term of the lease.

(n) Intangible assets

Intangible assets comprise computer software and industrial technology and are measured at cost less accumulated amortization and accumulated impairment losses.

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The estimated useful lives for current and comparative periods are as follows:

  • (i)Computer software 3 years

  • (ii)Industrial technology 10 years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(o) Impairment -non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated..

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

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Information on capital raising activities
Overview of business operations
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Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized

(p) Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

  • (q) Revenue

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’s main types of revenue are explained below.

  • (i) Sale of goods

The Company is mainly engaged in the manufacture and sale of various types of synthetic rubber. The Company recognizes revenue when control of the products has been transferred. When the products are delivered to the customer, the ownership of the significant risks and rewards of the products have been transferred to the customer, and the Company is no longer engaged with the management of the products. Delivery occurs being when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract and the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.

  • A receivable is recognized when the goods are delivered as this is the point in time that the Company has a right to an amount of consideration that is unconditional.

  • (ii) Management services

The Company is engaged in providing management services. Revenue from providing services is recognized in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based on the actual service provided at the end of the reporting period as a proportion of the total services to be provided. The proportion of services provided is determined based on surveys of work performed.

  • (iii) Financing components

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

  • (r) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.

  • (ii) Defined benefit plans

The Company’s net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the thennet defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

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Overview of business operations
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Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

  • (iii) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(s) Income tax

Income tax expenses include both current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes shall not be recognized for the exceptions below:

  • (i) Assets and liabilities that are initially recognized but are not related to the business combination and have no effect on net income or taxable gains (losses) during the transaction;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets and liabilities shall be measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities may be offset against each other if the following criteria are met:

(i) The entity has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • i the same taxable entity; or

  • ii different taxable entities which intend annually either to settle current tax liabilities and assets on a net basis or to realize the assets and settle the liabilities, simultaneously.

A deferred tax asset should be recognized for unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profit will be available against which they can be utilized. Such deferred tax assets shall also be reviewed at each reporting date, and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

(t) Earnings per share

Earnings per share (EPS) of common stock are calculated by dividing net income (or loss) for the reporting period attributable to common stockholders by the weighted-average number of common shares outstanding during that period. The weighted-average number of common shares outstanding is adjusted retroactively for the increase in common shares outstanding from stock issuance arising from the capitalization of retained earnings, or additional paid-in capital.

Employee bonuses in the form of stock of the Company are potential stock. If the potential stock does not have a dilutive effect, only the basic earnings per share are disclosed; otherwise, diluted earnings per share are disclosed in addition to the basic earnings per share. When computing diluted earnings per share with regard to employee bonuses in the form of stock, the closing price at the reporting date is used as the basis of computation of the number of shares to be issued. When computing diluted earnings per share prior to the following Board of Directors, the effect of dilution from these potential shares is taken into consideration.

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Table of Contents
Letter to the Shareholders
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Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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(u) Operating segments

The Company has disclosed information about operating segments in its consolidated financial statements. Hence no further information is disclosed in the financial statements.

<5> Critical Accounting Judgments and Key Sources of Estimation Uncertainty

The preparation of the parent company only financial statements in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

The Management will continually review the estimates and basic assumptions. Changes in accounting estimates will be recognized in the period of change and the future period of their impact.

There are no critical judgments in applying the accounting policies that have significant effect on the amounts recognized in the parent company only financial statements.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is as follows:

Inventory measurement

Since inventory is measured by the lower of cost and net realizable value, the Company evaluated the inventory based on the selling price of the product line and price fluctuation of raw material, and written down the book value to net realizable value. Please refer to note 6(f) for inventory measurement.

<6> Description of Significant Accounts

  • (a) Cash and cash equivalents
Checking and savings deposits
Commercial paper with reverse sell agreements
Cash and cash equivalents per statements of cash flow
December 31, 2019 December 31, 2018
338,449
-
$ 267,440
150,000
$
417,440
338,449

The disclosure of interest rate risk and sensitivity analysis for the Company's financial assets and liabilities is referred to note 6(y).

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

Mandatorily measured at fair value through profit or loss:
Derivative instruments not used for hedging
Forward contracts
Financial liabilities held for trading:
Derivative instruments not used for hedging
Swap contracts
December 31, 2019 December 31, 2018
-
$
14
December 31, 2019 December 31, 2018
-
$
228

The Company uses derivative financial instruments to manage the exposures due to fluctuations of foreign exchange risk from its operating activities. As of December 31, 2019 and , 2018, the Company reported the following derivatives financial instruments as financial assets and liabilities at fair value through profit or loss without the application of hedge accounting.

edge accounting.
Forward contracts
Swap contracts
December 31, 2019
Contract amount
(thousand)
Currency
EUR/TWD
USD/TWD
Maturity dates
109.01.20
109.01.02
$ 230
6,700

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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  • (c) Financial assets at fair value through other comprehensive income -non-current
Equity investments at fair value through other comprehensive
income:
Listed stocks (domestic)
Unlisted stocks (domestic and overseas)
Total
December 31, 2019 December 31, 2018
305,631
790,064
$ 115,200
817,237
$
932,437
1,095,695
  • (i) Equity investments at fair value through other comprehensive income

The Company held equity instrument investment for long-term strategic purposes, not held for trading purposes, which have been designated as measured at fair value through other comprehensive income. These investments were classified as available-for-sale financial assets -non-current on December 31, 2018.

Due to the financial asset activation, the Company sold the share of Taiwan High-speed Railway Co., Ltd. at the fair value in the 2019, the fair value at that time of disposition was $267,383 thousand and accumulated disposition benefit was $197,373 thousand, the cumulative disposition benefits have been transferred from other equity to retained earnings.

  • (ii) For dividend income, please refer to note 6(w).

  • (iii) For market risk, please refer to note 6(y).

  • (iv) The Company did not hold any collateral for the collectible amounts.

  • (v) The significant financial assets at fair value through other comprehensive income denominated in foreign currency were as follows:

December 31, 2019
THB
December 31, 2018
THB
Foreign currency
amount
$ 145,752
153,399
Exchange rate
1.0098
0.9532
TWD
147,180
146,220
  • (d) Notes and accounts receivable (including related parties)
Notes receivable
Accounts receivable
Accounts receivable -related parties
Less: allowance for impairment
December 31, 2019 December 31, 2018
2,041
1,063,919
58,782
1,624
$ 2,662
951,294
114,471
1,826
$
1,066,601
1,123,118

The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected credit loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward-looking information. The loss allowance provision were determined as follows:

Current
1 to 30 days past due
December 31, 2019
Gross carrying
amount
Weighted average
expected credit loss
rate
0.13%~0.35%
1.03%~2.74%
Loss allowance provi-
sion
1,808
18
$ 1,067,755
672
$
1,068,427
1,826

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Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
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Current
1 to 30 days past due
31 to 90 days past due
December 31, 2018
Gross carrying
amount
Weighted average
expected credit loss
rate
0.04%~0.33%
0.45%~16.31%
5.98%~27.3%
$ 1,093,738
28,323
2,681
$
1,124,742

The movement in the allowance for notes and accounts receivable were as follows:

Balance on January 1, 2019 and 2018
Impairment losses recognized
Balance on December 31, 2019 and 2018
2019 2018
-
1,624
$ 1,624
202
$
1,826
1,624

The Company did not hold any collateral for the collectible amounts. For other credit risk please refers to note 6(y).

  • (e) Other receivables (including related parties)
Other receivables (including related parties)
Other receivables -related parties
Other
December 31, 2019
$ 157,587
31,964
$
189,551
December 31, 2018
121,434
12,931
134,365

As of December 31, 2019 and 2018, the Company had no other receivables that were past due. Therefore, no provisions for doubtful debt were required after the management’s assessment. For other credit risk information, please refers to note 6(y).

(f) Inventories

Raw materials
Supplies
Work in progress
Finished goods
Merchandise
Total
December 31, 2019 December 31, 2018
650,479
10,317
136,600
1,667,308
4,424
$ 630,096
11,019
120,764
1,448,729
3,471
$
2,214,079
2,469,128

As of December 31, 2018 and 2017, the Company had no other receivables that were past due. Therefore, no provisions for doubtful debt were required after the management's assessment. For other credit risk information, please refers to note 6(y).

Loss on decline in market value of inventory
Income from sale of scrap
Unallocated production overhead
Total
2019 2018
$ 33,646
(23,850)
42,631
6,191
(23,357)
7,946
$
52,427
(9,220)

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(g) Investments accounted for under the equity method

The details of the investments accounted for under the equity method at the reporting date were as follows:

Subsidiaries December 31, 2019 December 31, 2018
14,442,549
$
14,719,161
  • i Subsidiaries

TSRC (Vietnam) Co., Ltd. has been established in October 2018, with the approval of the Company's Board of Directors in May 2018, at an investment amount of $278,280 thousand (USD9,000 thousand).

  • The disposal of subsidiary’s shares (without fair value) of Pulse Metric, Inc. in 2018 was due to the unsubstantial operation of the investee, resulting in a loss of $29,848, recognized in other comprehensive income, which had been reclassified to retained earnings by the Company. Other information is provided in the Group's consolidated financial statement for the year ended December 31, 2019.

(ii) Joint ventures

Summary of respectively not significant joint ventures recognized under the equity method were as follows:

Balance of not significant joint venture's equity
Attributable to the Company:
Income from continued operation
Other comprehensive income
Total comprehensive income
December 31, 2018
$
-
2018
$ (2,171)
-
$
(2,171)

The liquidation of Taiwan Advance Material Corp. in December 2018 was approved by its Board of Directors and the Ministry of Economic Affairs in October 2017, wherein the remaining amount of $245,391 thousand had been received by the Company.

(iii) Collateral

As of December 31, 2019 and 2018, the Company did not pledge any collateral on investments accounted for under the equity method.

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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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(h) Property, plant and equipment

The cost, depreciation, and impairment of the property, plant and equipment of the Company were as follows:

Cost or deemed cost:
Balance at January 1, 2019
Additions
Disposals
Reclassification
Balance at December 31, 2019
Balance at January 1, 2018
Additions
Disposals
Reclassification
Balance at December 31, 2018
Depreciation and impairment loss:
Balance at January 1, 2019
Depreciation
Disposal
Balance at December 31, 2019
Balance at January 1, 2018
Depreciation
Disposal
Balance at December 31, 2018
Carrying value:
December 31, 2019
December 31, 2018
January 1, 2018
Land
$ 614,101
-
-
-
$
614,101
$ 614,101
-
-
-
$
614,101
$ -
-
-
$
-
$ -
-
-
$
-
$
614,101
$
614,101
$
614,101
Land improvements
83,755
-
-
1,275
85,030
83,556
-
-
199
83,755
65,312
2,466
-
67,778
62,942
2,370
-
65,312
17,252
18,443
20,614
Buildings
1,204,304
-
(188)
3,610
1,207,726
1,199,976
-
(1,035)
5,363
1,204,304
868,970
29,711
(188)
898,493
839,760
30,245
(1,035)
868,970
309,233
335,334
360,216

The Company did not pledge any collateral on property, plant and equipment.

(i) Right-of-use assets

The Company leases its assets including its land, buildings, machinery and transportation equipment. Information about leases, for which the Company is the lessee, is presented below:

Cost:
Balance at January 1, 2019
Effects of retrospective application
Balance at January 1, 2019
Additions
Amortization to operating costs and inventories
Balance at December 31, 2019
Accumulated depreciation and impairment losses:
Balance at January 1, 2019
Depreciation
Balance at December 31, 2019
Carrying value:
December 31, 2019
$ Land
-
95,998
95,998
-
-
95,998
-
280
280
95,718
Building
-
63,562
63,562
1,107
(8,163)
56,506
-
15,262
15,262
41,244
Machinery
-
65,935
65,935
-
(27,246)
$ 38,689
$ -
-
$ -
$ 38,689

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Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Machinery
8,910,692
-
(43,539)
182,310
9,049,463
8,612,836
-
(64,192)
362,048
8,910,692
7,455,398
235,026
(43,539)
7,646,885
7,297,678
220,824
(63,104)
7,455,398
1,402,578
1,455,294
1,315,158
Furniture and fixtures
91,968
-
-
9,614
101,582
87,051
-
(242)
5,159
91,968
62,218
8,462
-
70,680
55,712
6,748
(242)
62,218
30,902
29,750
31,339
Leased assets
94,596
-
-
(94,596)
-
94,596
-
-
-
94,596
-
-
-
-
-
-
-
-
-
94,596
94,596
Prepayments for equip-
ment and construction
in progress
242,237
311,960
-
(200,549)
353,648
324,214
297,381
-
(379,358)
242,237
-
-
-
-
-
-
-
-
353,648
242,237
324,214
Transportation equip-
ment
Total
-
228,804
228,804
1,107
(35,409
194,502
-
16,661
16,661
177,841
-
3,309
3,309
-
-
3,309
-
1,119
1,119
2,190

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Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

The Company leases land under a finance lease, which is classified as property, plant and equipment; the land lease prepayment is recorded as the other non-current assets, the related information please refer to note 6(l). The Company leases offices and factory facilities under an operating lease, please refer to note 6(o).

(j) Investment property

Cost:
Balance as at January 1, 2019
Additions
Balance as at December 31, 2019
Balance as at January 1, 2018
Additions
Balance as at December 31, 2018
Depreciation:
Balance as at January 1, 2019
Depreciation
Balance as at December 31, 2019
Balance as at January 1, 2018
Depreciation
Balance as at December 31, 2018
Carrying value:
Balance as at December 31, 2019
Balance as at December 31, 2018
Balance as at January 1, 2018
Fair value:
Balance as at December 31, 2019
Balance as at December 31, 2018
Balance as at January 1, 2018
Land
$ 1,073,579
-
$
1,073,579
$
1,073,579
-
$
1,073,579
$ -
-
$
-
$ -
-
$
-
$
1,073,579
$
1,073,579
$
1,073,579
Buildings
741,889
-
741,889
741,889
-
741,889
219,144
14,725
233,869
204,418
14,726
219,144
508,020
522,745
537,471
Total
1,815,468
-
1,815,468
1,815,468
-
1,815,468
219,144
14,725
233,869
204,418
14,726
219,144
1,581,599
1,596,324
1,611,050
$
3,334,675
$
3,334,675
$
3,334,675

Investment property comprises a number of commercial properties that are leased to third parties. Each of the leases contains an initial non-cancellable period of 1~5 years. Subsequent renewals are negotiable with the lessee, and no contingent rents are charged. Please refer to note 6(v) for further information.

The fair value of investment property (as disclosed in the financial statements) is based on a valuation by an independent appraiser. The range of yields applied to the net annual rentals to determine fair value of property were as follows:

ollows:
Region
Da'an Dist., Taipei City
2019
2.10%
2018
2.10%

The Company has rented out a parcel of vacant land, but has decided not to treat this property as investment property because it is not the Company's intention to hold it for capital appreciation or rental income. Accordingly, the property is still recorded under property, plant and equipment.

As of December 31, 2019 and 2018, the Company did not pledge any collateral on investment properties.

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

(k) Intangible assets

The cost and amortization of the intangible assets of the Company were as follows:

Industrial technology
Computer software
Costs:
Balance at January 1, 2019
$ 73,913
168,966
Reclassification
-
3,740
Balance at December 31, 2019
$
73,913
172,706
Balance at January 1, 2018
$ 73,913
162,377
Reclassification
-
6,589
Balance at December 31, 2018
$
73,913
168,966
Amortization:
Balance at January 1, 2019
$ 30,653
146,448
Amortization
7,391
17,308
Balance at December 31, 2019
$
38,044
163,756
Balance at January 1, 2018
$ 23,263
126,715
Amortization
7,390
19,733
Balance at December 31, 2018
$
30,653
146,448
Carrying value:
December 31, 2019
$
35,869
8,950
December 31, 2018
$
43,260
22,518
January 1, 2018
$
50,650
35,662
i) In 2019 and 2018, the amortization of intangible assets were as follows::
2019
Operating costs
$ 5,486
Operating expenses
19,213
$
24,699
Industrial technology
Computer software
Costs:
Balance at January 1, 2019
$ 73,913
168,966
Reclassification
-
3,740
Balance at December 31, 2019
$
73,913
172,706
Balance at January 1, 2018
$ 73,913
162,377
Reclassification
-
6,589
Balance at December 31, 2018
$
73,913
168,966
Amortization:
Balance at January 1, 2019
$ 30,653
146,448
Amortization
7,391
17,308
Balance at December 31, 2019
$
38,044
163,756
Balance at January 1, 2018
$ 23,263
126,715
Amortization
7,390
19,733
Balance at December 31, 2018
$
30,653
146,448
Carrying value:
December 31, 2019
$
35,869
8,950
December 31, 2018
$
43,260
22,518
January 1, 2018
$
50,650
35,662
i) In 2019 and 2018, the amortization of intangible assets were as follows::
2019
Operating costs
$ 5,486
Operating expenses
19,213
$
24,699
Total
242,879
3,740
246,619
236,290
6,589
242,879
177,101
24,699
201,800
149,978
27,123
177,101
44,819
65,778
86,312
2018
6,053
21,070
27,123

(i) In 2019 and 2018, the amortization of intangible assets were as follows::

(ii) The Company did not pledge any collateral on intangible assets.

(l) Short-term and long-term borrowings

The details of the Company's short-term and long-term borrowings were as follows:

(i) Short-term borrowings

Unsecured loans
Unsecured loans
December 31, 2019
Range of interest
rates (%)
Year of maturity
2020
December 31, 2018
Amount

0.78~2.55
$3,135,563
Range of interest
rates (%)
Year of maturity
2019
Amount

0.55~3.44
$ 2,354,568

As of December 31, 2019 and 2018, the unused credit facilities (including credit lines for short-term commercial paper payable) amounted to $6,581,097 thousand and $5,614,028 thousand, respectively.

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Special items to be included
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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Long-term borrowings
Unsecured loans
Current
Non current
Total
Unsecured loans
Current
Non current
Total
December 31, 2019 December 31, 2019
Currency
NTD
Range of interest
rates (%)
Currency
NTD
Range of interest
rates (%)
Year of maturity
2019~2023

1.05~1.44

(ii) Long-term borrowings

(iii) Long-term commercial paper payable

The details of the Company's Long-term commercial paper payable were as follows:

Commercial paper payable
Less: discount
Total
Commercial paper payable
Less: discount
Total
December 31, 2019
Guarantee or accep-
tance institution
CTBC Bank
Range of interest
rates (%)
1.327
December 31, 2018
Amount
$ 350,000
713
$
349,287
Guarantee or accep-
tance institution
CTBC Bank
Range of interest
rates (%)
1.2457
Amount
$ 500,000
307
$
499,693

(iv) Collateral of loans

The Company did not provide assets as pledge assets for the loans and short-term commercial paper payable.

(v) Finance lease liabilities

The Company has entered into a lease contract for leasing a parcel of land from the Industrial Development Bureau of the Ministry of Economic Affairs for the period from June 29, 2004, to June 28, 2024. During the term of the lease, the Company has an option to purchase the rented land from the Industrial Development Bureau of the Ministry of Economic Affairs through a formal application. Once the application is approved, the rental and deposit paid during the lease period can be offset against the purchase price. The Company intends to purchase the rented land after the contract expires. The Company intends to purchase the lease land after the expiry of the lease contract period, so it adopts the finance lease. The company intends to purchase the lease land in 2020, for more information please refer to note 11. As of December 31, 2019, for the relevant lease liabilities information, please refer to note 6(n).

The finance lease liabilities payable were as follows:

December 31, 2018
Less than one year
Between one and five years
More than five years
Future minimum
lease payments
$ 7,064
28,256
3,532
$38,852
Interest
77
1,054
1,883
3,014
Present value of
minimum lease
payments
6,987
27,202
1,649
35,838

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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Current provisions (recorded as other payable)
Provision for defective
products
Balance at January 1, 2019 $ 4,750
Increase in provisions 6,838
Provisions recognized (33)
Reversal of unused provisions (6,704)
Balance at December 31, 2019 $ 4,851
Balance at January 1, 2018 $ 13,231
Increase in provisions 6,259
Reversal of unused provisions (14,740)
Balance at December 31, 2018 $ 4,750

(m) Current provisions (recorded as other payable)

The Company may have losses caused by the defeats of new products that are not yet mass produced and by the return and compensation occurred after products were delivered to customers. The Company had estimated the provisions based on historical experience and had recognized the amount under operating cost.

(n) Lease liabilities

The Company's lease liabilities were as follow:

Lease liabilities
The Company's lease liabilities were as follow:
December 31, 2019
Current $ 52,313
Non-current $ 61,249
For the maturity analysis, please refer to note 6(y).
The amounts recognized in profit or loss were as follows:
2019
Interest on lease liabilities $ 2,195
Expenses relating to short-term leases $ 640
Expenses relating to leases of low-value assets, excluding short- $ 1,979
term leases of low-value assets
The amounts recognized in the statement of cash flows for the Company was as follows:
2019
Total cash outflow for leases $ 64,158
Operating leases
(i) Lessee
Non-cancellable rental payables of operating leases were as follows:
December 31, 2018
More than five years $ 59,503

(o) Operating leases

More than five years

The Company leases offices and factory facilities under operating leases. The leases typically run for a period of 4 to 5 years, with an option to renew the lease upon expiry. The lease payment will be adjusted to reflect market price when renewing the contract. For the finance lease liabilities payable, please refer to note 6(n). For the year ended December 31, 2018, lease expenses was $19,321 thousand.

(ii) Lessor

The Company leases out its investment property. The Company has classified these leases as operating leases, because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets; please refer to note 6(j).

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date is as follows:

ng date is as follows:
December 31, 2019
Less than one year $ 53,603
One to two years 51,854
Two to three years 51,253
Three to four years 46,811
Four to five years 33,742
Total undiscounted lease payments $ 237,263
he future minimum lease payments under non-cancellable leases as of December 31, 201
December 31, 2018
Within five years $ 49,897

The future minimum lease payments under non-cancellable leases as of December 31, 2018 was as follows:

  • (p) Employee benefits

(i) Defined benefit plans

The following table shows a reconciliation between the present value of the defined benefit obligation and the fair value of plan assets:

air value of plan assets:
The present value of the defined benefit obligations
Fair value of plan assets
The net defined benefit liability
December 31, 2019
$ 615,154
(504,256)
December 31, 2018
607,256
(467,801)
$
110,898
139,455

The Company established the pension fund account for the defined benefit plan in Bank of Taiwan. The plan, under the Labor Standards Law, provides benefits based on an employee's length of service and average monthly salary for the six-month period prior to retirement.

1) Composition of plan assets

The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, ministry of Labors. Minimum annual distributions of the funds by the Bureau shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Company's Bank of Taiwan labor pension reserve account balance amounted to $504,256 thousand at the end of the reporting period. For information on the utilization of the labor pension fund assets including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labors.

2) Movements in present value of defined benefit obligation

The movements in present value of the Company's defined benefit obligation for the years ended December 31, 2019 and 2018 were as follows:

Defined benefit obligation as of 1 January
Current service costs and interest
Remeasurements of net defined benefit liability (asset)
-Return on plan assets (excluding current interest expense)
-Due to changes in financial assumption of actuarial (losses) gains
Benefits paid by the plan
Defined benefit obligation as of 31 December
2019
$ 607,256
12,664
16,393
20,478
(41,637)
2018
598,028
14,742
21,429
12,848
(39,791)
$
615,154
607,256

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Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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3) Movements in fair value of plan assets

The movements in the fair value of the plan assets for the years ended December 31, 2019 and 2018 were as follows:

ollows:
Fair value of plan assets as of January 1

Remeasurements of net defined benefit liability (asset)
-Return on plan assets (excluding current interest expense)
Contributions made
Benefits paid by the plan
Fair value of plan assets as of December 31
2019
$ 467,801
5,111
16,393
56,588
(41,637)
2018
423,675
5,668
12,423
65,827
(39,791)
$
504,256
467,802

4) Expenses recognized in profit or loss

The expenses recognized on profit or loss for the years ended December 31, 2019 and 2018 were as follows:

Current service cost
Net interest on the defined benefit liability (asset)
Operating costs
Operating expenses
Other income and expenses
Other receivable
2019
$ 6,009
1,544
2018
6,710
2,365
$
7,553
9,075
2019
$ 4,573
2,383
367
230
2018
5,555
3,089
222
209
$
7,553
9,075
  • 5) Remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income The Company's remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2019 and 2018, were as follows:
2019
Balance of January 1
$ 200,311
Recognized during the period
20,478
Balance of December 31
$
220,789
Actuarial assumptions
he following are the Company's principal actuarial assumptions at the reporting dates:
December 31, 2019
Discount rate
1.000%
Future salary increases rate
1.500%
2019
$ 200,311
20,478
2018
178,457
21,854
$
220,789
200,311
December 31, 2018
1.125%
1.500%

6) Actuarial assumptions

The following are the Company's principal actuarial assumptions at the reporting dates:

The Company expects to make contributions of $61,731 thousand to the defined benefit plans in the next year starting from the reporting date of 2019.

The weighted average duration of the defined benefit plan is 10.65 years.

7) Sensitivity analysis

When calculating the present value of the defined benefit obligation, the Company uses judgments and estimations to determine the related actuarial assumptions, including discount rates, employee turnover rates and future salary changes, as of balance sheet date. Any changes in the actuarial assumptions may significantly impact the amount of the defined benefit obligation.

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
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As of December 31, 2019 and 2018, the effects of the present value of the defined benefit obligation arising from changes in principle actuarial assumptions were as follows:

December 31, 2019
Discount rate
Future salary increase rate
December 31, 2018
Discount rate
Future salary increase rate
Effects of defined benefit obligation
Increase 0.25%
Decrease 0.25%
$ (12,334)
12,751
12,266
(11,932)
(12,848)
13,291
12,819
(12,450)
Effects of defined benefit obligation
Increase 0.25%
Decrease 0.25%
$ (12,334)
12,751
12,266
(11,932)
(12,848)
13,291
12,819
(12,450)

Decrease 0.25%
12,751
(11,932)
13,291
(12,450)

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions remain constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of the pension liabilities in the balance sheets.

The method and assumptions used on current sensitivity analysis are the same as those of the prior year.

(ii) Defined contribution plans

The Company has made monthly contributions equal to 6% of each employee's monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Company contributes a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligations.

The Company's pension costs under the defined contribution plan were $26,262 thousand and $24,022 thousand for the years 2019 and 2018, respectively. Payments were made to the Bureau of Labor Insurance.

(iii) Short-term employee benefit liabilities

hort-term employee benefit liabilities
December 31, 2019
December 31, 2018
Compensated absence liabilities
$
27,730
25,658
me tax
ncome tax expenses (benefit)
he amount of the Company's income tax expenses (benefit) for the years ended December 31, 2019 and 2018
were as follows:
2019
2018
Current income tax expense
Current period
$ 18,735
-
Adjustment for prior periods
-
9,221
18,735
9,221
Deferred tax expense
Origination and reversal of temporary differences
156,975
67,833
Adjustment of tax rates
-
51,772
Change in unrecognized temporary differences
1,883
7,117
158,858
126,722
Income tax expenses of continued operations
$
177,593
135,943
December 31, 2019
$
27,730
December 31, 2018
25,658
-
9,221
18,735 9,221
156,975
-
1,883
67,833
51,772
7,117
158,858 126,722
$
177,593
135,943

(q) Income tax

(i) Income tax expenses (benefit)

The amount of the Company's income tax expenses (benefit) for the years ended December 31, 2019 and 2018, were as follows:

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Overview of business operations
Overview of financial status
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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Reconciliations of the Company's income tax expense (benefit) and the profit before tax for 2019 and 2018 were as follows:

Income before tax

Income tax calculated on pretax accounting income at statuto-
ry rate

Adjustment of tax rates
Dividend income
Adjustment for prior periods
Domestic investment loss
Foreign investment income
Surtax on unappropriated earnings
R&D tax credits utilized
Current-year losses for which no deferred income tax asset was
recognized
Change in unrecognized temporary differences
Income basic tax
Others
Total
2019
$ 917,909
2018
1,328,129
$ 183,582
-
(11,625)
-
-
-
7,105
(9,000)
-
1,883
7,147
(1,499)
265,627
51,772
(10,885)
9,221
(94,488)
(169,543)
-
(7,900)
80,800
7,117
-
4,222
$
177,593
135,943

(ii) Recognized deferred tax assets and liabilities

1) Unrecognized deferred tax assets

The Company deferred tax assets have not been recognized in respect of the following items:

Tax effect of deductible Temporary Differences
The carryforward of unused tax losses
December 31, 2019
$ 9,000
60,276
December 31, 2018

7,117

80,800
$
69,276
87,917

Under the income tax rate, tax losses can be carried forward for ten years to offset taxable income after permitted by domestic tax authority. Deferred income tax assets have not been recognized in respect of these items because it is not probable that the future taxable profit will be available, against which, the Company can utilize the benefits therefrom.

As of December 31, 2019, the amount of tax losses not yet recognized as deferred tax assets and their credit for the previous year is as follows:

or the previous year is as follows:
Year Amount
$ 45,823
255,559
$
301,382
Year of expiration
2016
2018

2026
2028

2) Recognized deferred income tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2019 and 2018 were as follows: Deferred tax assets:

Balance at January 1, 2019
Recognized in profit or loss
Balance at December 31, 2019
Balance at January 1, 2018
Recognized in profit or loss
Balance at December 31, 2018
Defined benefit
plans
$ 23,520
(9,789)
$
13,731
$ 30,053
(6,533)
$
23,520
Allowance
for invento-
ry valuation
18,671
6,729
25,400
14,818
3,853
18,671
Loss carry-
forward
8,626
834
9,460
23,676
(15,050)
8,626
Others
20,337
2,702
23,039
16,779
3,558
20,337
Total
71,154
476
71,630
85,326
(14,172)
71,154

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Table of Contents
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Information on capital raising activities
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Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Deferred tax liabilities:
Balance at January 1, 2019
Recognized in profit or loss
Balance at December 31, 2019
Balance at January 1, 2018
Recognized in profit or loss
Balance at December 31, 2018
Foreign
investment
income ac-
counted for
under equity
method
$ 427,475
159,213
$
586,688
$ 324,654
102,821
$
427,475
Capitaliza-
tion of inter-
est expense
36,980
(734)
36,246
31,963
5,017
36,980
Land value
increment
tax
56,683
-
56,683
56,683
-
56,683
Others
17,265
855
18,120
12,553
4,712
17,265

Deferred tax liabilities:

(iii) Examination and approval

The tax returns of the Company have been examined by the tax authorities through 2016.

(r) Capital and other equity

(i) Capital

In accordance with the Company’s articles of incorporation amended on June 21, 2018, the capital share of the company amounted to $12,000,000 thousand, divided into 1,200,000,000 shares, at NT$10 per share.

In accordance with the original Company’s articles of incorporation, the capital share of the company amounted to $9,000,000 thousand, divided into 900,000,000 shares, at NT$10 per share.

As of December 31, 2019 and 2018, 825,709,978 shares of ordinary were issued.

(ii) Additional paid-in capital

The components of additional paid-in capital as of December 31, 2019 and 2018, were as follows:

Share premium
Over-aging unclaimed dividends
December 31, 2019
$ 849
46,291
December 31, 2018
849
44,309
$
47,140
45,158

In accordance with the ROC Company Act, realized capital surplus can be used to increase share capital or to distribute as cash dividends after offsetting losses. The aforementioned capital surplus includes share premiums and donation gains. In accordance with the Securities Offering and Issuance Guidelines, the amount of capital surplus to increase share capital shall not exceed 10 percent of the actual share capital amount.

(iii) Retained earnings

1) Legal reserve

The ROC Company Act stipulates that companies must retain 10% of their annual net earnings, as defined in the Act, until such retention equals the amount of issued share capital. When a company incurs no loss, it may, pursuant to a resolution to be adopted by the shareholders' meeting as required, distribute its legal reserve by issuing new shares or cash. Only the portion of legal reserve which exceeds 25% of the issued share capital may be distributed. In accordance with Rule No. 10802432410 issued by Ministry of Economic Affairs, R.O.C on January 9, 2020, the Company has to apply the profit distribution based on its financial statement in 2019, wherein the Company shall use the amount of net profit after tax, plus, those net amounts other than the net profits, which are recognized as undistributed surplus earnings, as the basis for the legal reserve.

2) Special earnings reserve

By choosing to apply exemptions granted under IFRS 1 First-time Adoption of International Financial Reporting Standards during the Company's first-time adoption of the IFRSs endorsed by the FSC, unrealized revaluation gains recognized under shareholders' equity and cumulative translation adjustments (gains) were reclassified to retained earnings at the adoption date. In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, an increase in retained earnings due to the first-time adoption of the IFRSs endorsed by the FSC shall be reclassified as a special earnings reserve during earnings distribution. However, when adjusted retained earnings due to the first-time adoption of the IFRSs endorsed by the FSC are insufficient for the appropriation of a special earnings reserve at the transition date, the Company may appropriate a special earnings reserve up to the amount of increase in retained earnings. Upon the use, disposal, or reclassification of related assets, the Company may reverse the special earnings reserve proportionately. As a result of elections made according to IFRS 1, the Company has reclassified $(103,035) thousand to retained earnings and is not required to appropriate a special earnings reserve.

A portion of current-period earnings and undistributed prior-period earnings shall be reclassified as a special

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performance, and risk management
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Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
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earnings reserve during earnings distribution. The amount to be reclassified should be equal to the difference between the total net current-period reduction of special earnings reserve resulting from the first-time adoption of IFRSs and the carrying amount of other shareholders' equity as stated above. Similarly, a portion of undistributed prior-period earnings shall be reclassified as a special earnings reserve (which does not qualify for earnings distribution) to account for cumulative changes to other shareholders' equity pertaining to prior periods due to the first-time adoption of IFRSs. Amounts of subsequent reversals pertaining to the net reduction of other shareholders' equity shall qualify for additional distributions.

3) Distribution of retained earnings

In accordance with the Company’s articles of incorporation amended on June 21, 2018, the profit of annual account, if any, shall deduct the tax and make up the loss carried from previous years, then appropriate 10% as legal reserve fund. The rest shall be distributed or reserved as special reserve pursuant to the Securities and Exchange Act. The distributable earnings shall be the balance after considering the above facts and accounting requirement by the relevant law, if any, plus the unappropriated earnings from the previous period; With regard to distribution of surplus, it is proposed to distribute the available surplus.

With regard to the distribution of the dividends of the above-mentioned shareholders, their cash dividend must not be less than 20% of the total amount distributed.

In accordance with the original Company's articles of incorporation, the Company must retain 10% of its after-tax earnings as legal reserve (less deficits of prior years, if any) and then provide a special reserve. No less than 50% of distributable earnings shall be appropriated to shareholders.

If the dividends and bonuses mentioned above were to be distributed, distribution of cash dividends should not be less than 20% of total dividends, and the distribution of stock dividends should not be more than 80% of total dividends. If the dividends per share are less than $0.5 (dollars), part or all of the remaining earnings can be retained.

The appropriations of 2018 and 2017 earnings as dividends to stockholders that were approved by the Company's shareholders during their meetings on June 6, 2019, and June 21, 2018, respectively, were as follows:

Dividends distributed to common shareholders:
Cash
2018
Amount per
share (NT
dollars)
Total
amount
$ 0.98
809,195
2017 2017
Amount per
share (NT
dollars)
0.96
Total
amount
792,682

On March 17, 2020, the Company's Board of Directors resolved to appropriate the 2019 earnings. These earnings were appropriated as follows:

ings were appropriated as follows:
195
Dividends distributed to common shareholders:
Cash
(iv) Other equities
Balance as of January 1, 2019
Foreign exchange differences arising from foreign
operation
Unrealized gains (losses) from financial assets mea-
sured at fair value through other comprehensive
income
Disposal of investments in equity instruments at fair value
through other comprehensive income
Share of other comprehensive income of associates and
joint ventures accounted for under equity method,
losses on effective portion of cash flow hedges
Balance as of December 31, 2019
2019
Amount per
share (NT
dollars)
Total
amount
$ 0.50
412,855
Foreign ex-
change differ-
ences arising
from foreign
Unreal-
ized gains
(losses)
from finan-
cial assets
measured
at fair value
through
other com-
prehensive
income
$ 465,589
801,805
(442,206)
-
-
106,662
-
(197,373)
-
-
$
23,383
711,094
Gains
(losses) on
hedging
instruments
Total
1,199,260
(442,206)
106,662
(197,373)
(12,392)
653,951
(68,134)
-
-
-
(12,392)
(80,526)

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Balance as of January 1, 2018
Foreign exchange differences arising from foreign
operation
Unrealized gains (losses) from financial assets mea-
sured at fair value through other comprehensive
income
Disposal of investments in equity instruments at fair value
through other comprehensive income
Share of other comprehensive income of associates and
joint ventures accounted for under equity method,
losses on effective portion of cash flow hedges
Balance as of December 31, 2018
Foreign ex-
change differ-
ences arising
from foreign
$ 512,008
(46,419)
-
-
-
$
465,589
Unrealized
gains (losses)
from finan-
cial assets
measured
at fair val-
ue through
other com-
prehensive
income
593,961
-
177,996
29,848
-
801,805
Gains (loss-
es) on hedg-
ing instru-
ments
11,721
-
-
-
(79,855)
(68,134)

(s) Earnings per share

The calculation of the Company's basic earnings per share and diluted earnings per share for the years ended December 31, 2019 and 2018, were as follows:

  • (i) Basic earnings per share
Net income attributable to common shareholders of the Company
Weighted-average number of common shares
Basic earnings per share (in NT dollars)
(ii) Diluted earnings per share
Net income attributable to common shareholders of the Company (diluted)
Weighted-average number of common shares (basic)
Impact of potential common shares
Effect of employees' bonuses
Weighted-average number of shares outstanding (diluted)
Diluted earnings per share (in NT dollars)
2019
$
740,316
2018
1,192,186
825,710 825,710
$
0.90
1.44
2019
$
740,316
825,710
2,686
828,396
$
0.89
2018
1,192,186
825,710
2,683
828,393
1.44

(t) Employees' compensation and directors' remuneration

In accordance with the Company's articles of incorporation, if there is profit for the year, the Company should contribute more than 1% of its profit as employees' compensation, and less than 1% as directors' remuneration. The related regulations on distribution of employees' compensation and directors' remuneration were approved by the board of directors.

For the years ended December 31, 2019 and 2018, the Company estimated its employees' compensation were $53,614 thousand and $64,290 thousand, respectively, and the estimated amounts of directors' remuneration were $9,813 thousand and $14,064 thousand, respectively. The estimated amounts mentioned above were according to the Company's articles of incorporation, and were recorded as operating cost or operating expenses in the respective periods. Related information would be available at the Market Observation Post System website. The amounts, as stated in the parent company only financial statements, are identical to those of the actual distributions for 2019 and 2018.

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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evenue from contracts with customers
Primary geographical markets:
Asia
America
Europe
Others
Major product lines:
Synthetic rubber / elastomers
Applied materials
Others
Primary geographical markets:
Asia
America
Europe
Others
Major product lines:
Synthetic rubber / elastomers
Applied materials
Others
For the For the

Synthetic rubber
$ 7,564,835
1,183,280
311,742
486,076
$
9,545,933
$ 8,567,665
-
978,268
$
9,545,933
For the

Synthetic rubber
$ 7,466,957
1,061,915
502,481
602,714
$
9,634,067
$ 9,197,559
-
436,508
$
9,634,067

Non-synthetic rubber
1,199,108
1,293
-
52
1,200,453
-
1,197,286
3,167
1,200,453

(u) Revenue from contracts with customers

(v) Other income and expenses

The components of the Company's other income and expenses for the years ended December 31, 2019 and 2018, were as follows:

Rental income
Royalty income
Net service income
Depreciation of investment properties
Net other income
Other income and expenses
2019
$ 33,529
152,824
6,954
(14,725)
(2,871)
$
175,711
2018
77,711
173,727
3,570
(14,726)
(1,356)
238,926

(w) Non-operating income and expenses

  • (i) Other gains
Interest income
Dividend income
Other gains
2019 2018
$ 8,887
63,426
7,485
66,470
$
72,313
73,955

(ii) Other gains and losses

The components of the Company's Other gains and losses for the years ended December 31, 2019 and 2018, were as follows:

2019 2018
$ 20,588 12,218
671 (1,167)
$ 21,259 11,051

Foreign exchange gain, net Other loss Other gains and losses, net

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
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----- End of picture text -----

(iii) Finance costs

iii) Finance costs iii) Finance costs
2019
Interest expense
$
101,610
eclassification of components of other comprehensive income
he changes in components of other comprehensive income were as follows:
2019
Effective portion of cash flow hedges:
Net gains (losses) for current year
$ (14,112)
Less: Adjustment of reclassification included in profit or loss
(1,720)
Net gains (losses) recognized in other comprehensive income
$
(12,392)
2018
81,035
2018
$ (14,112)
(1,720)
(86,325)
(6,470)
$
(12,392)
(79,855)
  • (x) Reclassification of components of other comprehensive income

The changes in components of other comprehensive income were as follows:

  • (y) Financial instruments

  • (i) Credit risk

    • 1) Credit risk exposure

The maximum credit risk exposure of the Company's financial assets is equal to their carrying amount. As of December 31, 2019 and 2018, the maximum credit risk exposure amounted to $2,611,947 thousand, $2,726,345 thousand, respectively.

2) Concentration of credit risk

The Company's cash and cash equivalents and accounts receivable are the main source of potential credit risk. The Company deposits its cash and cash equivalents in different financial institutions and has no concentration of credit risk on an individual customer. Therefore, the Company concluded that it is not exposed to credit risk.

The Company guarantees bank loans for investees. The Company concluded that it is not exposed to credit risk for these transactions.

(ii) Liquidity risk

The following are the contractual maturities of financial liabilities, including estimated interest payments but excluding the impact of netting agreements.

The following are the contractual maturities of financial liabilities, including estimated interest payments but excluding the impact of netting agreements.

December 31, 2019
Non derivative financial liabilities
Short term borrowings
Accounts payable
Other payable
Long term borrowings (including other long term
borrowings and current portion)
Lease liabilities
Deposits received
Financial guarantee contracts
Derivative financial liabilities
Other swap contracts:
Outflow
December 31, 2018
Non derivative financial liabilities
Short term borrowings
Accounts payable
Other payable
Long term borrowings (including current portion)
Deposits received
Financial guarantee contracts
Contractual cash flows
$ 3,138,781
866,363
432,983
3,895,618
117,821
13,734
3,737,296
228
$
12,202,824
$ 2,358,154
914,222
393,266
4,448,523
16,873
4,159,941
$
12,290,979
Within 6 months
3,138,781
866,363
432,983
76,667
26,781
-
646,130
228
5,187,933
2,358,154
914,222
393,266
452,040
-
732,738
4,850,420

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Corporate governance report
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Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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6 12 months
-
-
-
74,329
26,781
-
1,348,028
-
1,449,138
-
-
-
450,099
-
797,995
1,248,094
1 2 years
-
-
-
2,476,328
33,608
13,734
-
-
2,523,670
-
-
-
144,009
16,873
898,940
1,059,822
2 5 years
-
-
-
1,268,294
30,651
-
1,743,138
-
3,042,083
-
-
-
3,402,375
-
1,730,268
5,132,643
Over 5 years

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

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Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
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The Company does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.

(iii) Currency risk

  • 1) Risk exposure

The Company's financial assets and financial liabilities exposed to significant currency risk were as follows:

December 31, 2019
Financial assets:
Monetary assets:
USD
EUR
JPY
CNY
Financial liabilities:
Monetary liabilities:
USD
EUR
JPY
December 31, 2018
Financial assets:
Monetary assets:
USD
EUR
JPY
CNY
Financial liabilities:
Monetary liabilities:
USD
EUR
JPY
Foreign currency
$ 29,434
$ 1,605
$ 6,329
$ 12,659
$ 33,097
$ 1,797
$ 829
$ 29,687
$ 1,524
$ 11,446
$ 12,114
$ 31,887
$ 2,235
$ 3,694
Exchange rate
30.1060
33.7488
0.2771
4.3231
30.1060
33.7488
0.2771
30.7330
35.2047
0.2784
4.4742
30.7330
35.2047
0.2784
NTD
886,140
54,167
1,754
54,726
996,418
60,647
230
912,371
53,652
3,187
54,200
979,983
78,683
1,028

2) Sensitivity analysis

The Company's exposure to foreign currency risk arose from cash and cash equivalents, accounts and other receivables, loans and borrowings, and accounts and other payables that were denominated in foreign currencies. If the NTD against the USD, EUR, CNY and JPY had appreciated / depreciated by 1% the Company's net income before tax would have increased/decreased by $605 thousand and $363 thousand for the years ended December 31, 2019 and 2018, respectively, with all other variable factors remaining constant. The analysis was performed on the same basis for both periods.

3) Foreign exchange gain and loss on monetary item

The amount, expressed in functional currency, of foreign exchange gain and loss (including realized and unrealized portion) of the Company's monetary items, and the exchange rate used to translate the original amount to the Company's functional currency, NTD (also the expressed currency), were as follows:

NTD 2019
Foreign exchange
gain (loss)
Average exchange
rate
$ 20,588
-
2018 2018
Foreign exchange
gain (loss)
$ 20,588
Foreign exchange
gain (loss)
12,218
Average exchange
rate
-

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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
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(iv) Interest rate risk analysis

Please refer to the note on liquidity risk management for the interest rate exposure of the Company's financial assets and liabilities.

The following sensitivity analysis is based at the risk exposure to interest rates of the non-derivative financial instruments on the reporting date. For floating-rate instruments, the sensitivity analysis assumes the floating-rate liabilities as of the reporting date are outstanding for the whole year.

If the interest rate had increased / decreased by 1%, the Company's net income before tax would have increased / decreased by $69,349 thousand and $66,543 thousand for the years ended December 31, 2019 and 2018, respectively, with all other variable factors remaining constant. This is mainly due to the Company's borrowing at floating rates.

(v) Fair value

1) Categories and fair value of financial instruments

Except for the followings, carrying amount of the Company's financial assets and liabilities are valuated approximately to their fair value, and are not based on observable market date and the value measurements which are not reliable. No additional fair value disclosure is required in accordance to the regulations.

Financial assets at fair value through profit
or loss
Derivative financial assets for hedging
Financial assets at fair value through other
comprehensive income
Listed stocks (domestic)
Unlisted stocks (domestic and overseas)
Subtotal
Total
Financial liabilities at fair value through
profit or loss
Derivative financial liabilities for hedging
Financial liabilities measured at amortized
cost
Lease liabilities
Total
Financial assets at fair value through other
comprehensive income
Listed stocks (domestic)
Unlisted stocks (domestic and overseas)
Total
December 31, 2019 December 31, 2019 December 31, 2019
Carryin-
gamount
14
115,200
817,237
932,437
932,451
228
113,562
113,790
Fair value
Level 1
Level 2
Level 3
-
14
-
115,200
-
-
-
-
817,237
115,200
-
817,237
115,200
14
817,237
-
228
-
-
-
-
-
228
-
December 31, 2018
Total
$ 14
115,200
817,237
932,437
$ 932,451
$ 228
-
$ 228
Carryin-
gamount
305,631
790,064
1,095,695
Fair value
Level 1
305,631
-
305,631
Level 2
-
-
-
Level 3
-
790,064
790,064
Total
$ 305,631
790,064
$ 1,095,695
  • 2) Valuation techniques and assumptions used in fair value determination

If the financial instruments held by the Company have the quoted market price in active market, the fair value of the assets is based on the quoted market price. However, if the instruments have no quoted market price in active market, the Company uses market comparison approach to evaluate the fair value. The main assumption is based on the investee’s earnings after tax and the listed (over the counter) company’s earnings used in computing the market price. The estimated price has been discounted due to the price of the securities lacks the liquidity. Forward Exchange Contracts are normally priced based on the exchange rates provided by the World Agencies.

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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
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Reconciliation of Level 3 fair values
Unquoted equity instruments
Balance at January 1, 2019 $ 790,064
Total gains recognized:
In other comprehensive income (loss) 27,173
Balance at December 31, 2019 $ 817,237
Balance at January 1, 2018 $ 701,338
Total losses recognized:
In other comprehensive income (loss) 88,726
Balance at December 31, 2018 $ 790,064
  • 3) Reconciliation of Level 3 fair values

  • 4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement Quantified information of significant unobservable inputs was as follows:

Item
Financial assets at fair
value through other
comprehensive income
equity investments with-
out an active market
Valuation tech-
nique
Comparative listed
company
Significant unobservable
inputs
•Multipliers of price-to-
earnings ratios as of
December 31, 2019 and
2018 were 15.79~17.41
and 13.20~17.32, respec-
tively
•Multipliers of equity
ratios as of December 31,
2019 was 1.17, respec-
tively
•Market illiquidity dis-
count rate as of Decem-
ber 31, 2019 and 2018
was both 20%
Inter-relationship between
significant unobservable
inputs and fair value mea-
surement
The estimated fair value
would increase (decrease) if
•the multiplier was higher
(lower)
•the market illiquidity dis-
count was lower (higher)
  • 5) Fair value measurements in Level 3 -sensitivity analysis of reasonably possible alternative assumptions For fair value measurements in Level 3, changing one or more of the assumptions would have the following effects on profit or loss and other comprehensive income:
December 31, 2019
Financial assets fair value through other compre-
hensive income
Equity investments without an active market
December 31, 2018
Available-for-sale financial assets
Equity investments without an active market
Input
Liquidity dis-
count at 20%
Liquidity dis-
count at 20%
Assump-
tions
1%
1%
Other comprehensive
income
Other comprehensive
income
Favourable
$ 10,243
9,878
Unfavour-
able
(10,243)
(9,878)

The favorable and unfavorable effects represent the changes in fair value, and the fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.

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performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
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  • (z) Financial risk management

  • (i) Overview

The Company is exposed to the following risks arising from financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

This note discloses information about the Company's exposure to the aforementioned risks, and its goals, policies, and procedures regarding the measurement and management of these risks. For additional quantitative disclosures of these risks, please refer to the notes regarding each risk disclosed throughout the financial report.

  • (ii) Risk management framework

The Company's finance department is responsible for the establishment and management of the Company's risk management framework and policies. It is overseen by and reports to management, the Audit Committee, and the Board of Directors regarding the framework's operations.

The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company's Audit Committee oversees how management monitors compliance with the Company's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Company's Audit Committee is assisted in its oversight role by Internal Audit, which undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

  • (iii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investment securities.

  • 1) Trade and other receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company's customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk, particularly during deteriorating economic circumstances. In 2019 and 2018, there was no geographical concentration of credit risk regarding the Company's revenue.

The sales department and the finance department of the Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered. The Company's review includes the history of transactions with the counter-party, its financial position, and geographic considerations. Purchase limits are established for each customer, which represent the maximum open amount without requiring approval; these limits are reviewed on a periodic basis. Customers that fail to meet the Company's benchmark creditworthiness may transact with the Company only on a prepayment basis.

Goods are sold subject to a retention of title clause so that in the event of non-payment, the Company may have a secured claim. The Company otherwise does not require collateral in respect of trade and other receivables.

The Company has established an allowance for doubtful accounts to reflect its actual and estimated potential losses resulting from uncollectible accounts and trade receivables. The allowance for doubtful accounts consists primarily of specific losses regarding individual customers and estimates of potential losses based on the use of lifetime expected credit loss provision.

  • 2) Investments

The credit risk exposure in the bank deposits and other financial instruments is measured and monitored by the Company's finance department. Since those who transact with the Company are banks and other external parties with good credit standing, financial institutions with a credit rating above investment grade, and government agencies, there are no non-compliance issues. With regard to investment in a financial institution with a credit rating above investment grade, an investment limit is set according to the long-term credit rating. Hence, there is no significant credit risk.

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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
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  • 3) Guarantees

The Company's policy allows it to provide financial guarantees to business partners or to related parties and jointly controlled entities according to its percentage ownership in these entities. Financial guarantees provided to subsidiaries, associates, and jointly controlled entities by the Company as of December 31, 2019 and 2018, are disclosed in note 7 "Related-party Transactions."

The Company also monitors the level of expected cash outflows on trade and other payables. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

  • (iv) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company also monitors the level of expected cash outflows on trade and other payables. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

  • (v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters. 1) Currency risk

  • The Company is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the respective functional currency of the Company. The currencies used in these transactions are EUR, USD, JPY and CNY.

Foreign exchange gains and losses resulting from account and trade receivables held by the Company in a currency other than the respective functional currencies are used to offset foreign exchange gains and losses resulting from short-term loans denominated in a foreign currency. Hence, the Company's risk exposure to foreign exchange risk is reduced.

Interest expenses are denominated in the same currency as that of the principal. Generally, the currency of loans matches that of the Company's operating cash flow, primarily NTD, USD, EUR and JPY.

With regard to monetary assets and liabilities denominated in a foreign currency, when a short-term risk exposure exists, the Company relies on immediate foreign exchange transactions to ensure the net exposure to foreign exchange risk is maintained at an acceptable level.

The Company does not hedge against investments in subsidiaries.

  • 2) Interest rate risk

The interest rates of the Company's long-term and short-term borrowings are floating. Hence, changes in market conditions will cause fluctuations in the effective interest rate of the aforementioned loans. The Company's finance department monitors and measures potential changes in market conditions, entering into interest rate swaps to achieve a fixed interest rate on the Company's loans.

  • 3) Other market price risk

The Company does not enter into any commodity contracts other than to meet the Company's expected usage and sales requirements; such contracts are not settled on a net basis.

(aa) Capital management

The Company goal of capital management is to ensure the Company's continuing operating capacity, and to continuously provide remuneration to the shareholders and benefits to other equity holders. To ensure that the above-mentioned goal is achieved, the Company's management reviews its capital structure periodically. In consideration of the overall economic situation, financing cost and sufficiency of cash in-flows generated by operating activities, the Company will adjust its capital structure by paying dividends, issuing new stock, purchasing treasury stock, increasing or decreasing loans, and issuing or purchasing bonds.

The Company's capital structure at the end of the reporting period were as follows:

Total liabilities
Total equity
Total assets
Debts ratio
December 31, 2019
$ 9,415,954
14,875,692
$
24,291,646
39%
December 31, 2018
8,992,830
15,311,003
24,303,833
37%

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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
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As of December 31, 2019, there were no material changes in the Company's debts ratio.

(ab) Investing and financing activities not affecting current cash flow

The Company did not have any non-cash flow transactions on investing and financing activities for the years ended December 31, 2019 and 2018.

(ac) Investing and financing activities not affecting current cash flow

Reconciliation of liabilities arising from financing activities for the years ended December 31, 2019 and 2018 were as follows:

ows:
Non-cash changes
Amorti-
zation of
Foreign commer-
January 1, exchange cial paper December 31,
2019 Cash flows movement discount Others 2019
Long-term borrowings (in- $ 3,800,000 (350,000) - - - 3,450,000
cluding current portion)
Other long-term borrowings 499,693 (155,663) - 5,257 - 349,287
Short-term borrowings 2,354,568 792,588 (11,593) - - 3,135,563
Lease liabilities 170,046 (59,344) - 2,195 665 113,562
Total liabilities from financing $ 6,824,307 227,581 (11,593) 7,452 665 7,048,412
activities
Non-cash changes
Foreign ex- Amortization
January 1, change move- of commercial December 31,
2018 Cash flows ment paper discount 2018
Long-term borrowings (in- $ 1,600,000 2,200,000 - - 3,800,000
cluding current portion)
Other long-term borrowings - 494,940 - 4,753 499,693
Short-term borrowings 3,809,306 (1,681,444) 226,706 - 2,354,568
Short-term commercial pa- 349,975 (350,477) - 502 -
per payable
Total liabilities from financing $ 5,759,281 663,019 226,706 5,255 6,654,261
activities

<7> Related-party Transactions

(a) Parent company and ultimate controlling party

Montrion Corporation is the ultimate controlling party of the Company, which indirectly holds 14.14% of the company's outstanding common shares through Han-De Construction Co., Ltd. and Wei-Dar Development Co., Ltd. and controls more than half of board of directors members.

(b) Names and relationship with related parties

In this financial report, the related parties having transactions with the Company and subsidiaries were listed as below:

Name of related party
Trimurti Holding Corporation
Hardison International Corporation
Dymas Corporation
TSRC (Hong Kong) Limited
TSRC (Shanghai) Industries Ltd.
TSRC (Lux.) Corporation S.'a r.l.
TSRC (USA) Investment Corporation
Dexco Polymers L.P.
Polybus Corporation Pte Ltd.
Shen Hua Chemical Industries Co., Ltd.
TSRC-UBE (Nantong) Industries Co., Ltd.
TSRC (Nantong) Industries Ltd.
Relationship with the Group

The subsidiary of the Company






The subsidiary of the Company



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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
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Name of related party

Name of related party Relationship with the Group Triton International Holdings Corporation 〃 TSRC (Vietnam) Co., Ltd. 〃 TSRC Biotech Ltd. The subsidiary (Its has been completed its dissolution procedure in June 2018) Indian Synthetic Rubber Private Limited The subsidiary recognized joint venture under equity method (reclassified from associate to joint venture since April 2018) Metropolis Property Management Corporation Other related parties of the Company Continental Engineering Corporation 〃 WFV Corporation 〃 ARLANXEO-TSRC (Nantong) Chemical Industries The subsidiary recognized associates under equity method Co., Ltd. Asia Pacific Energy Development Co., Ltd. 〃

The subsidiary recognized joint venture under equity method (reclassified from associate to joint venture since April 2018)

Taiwan Advanced Material Corp. Nantong Qix Storage Co., Ltd.

The Company recognized joint venture under equity method (Its has been liquidated in December, 2018)

The subsidiary recognized joint venture under equity method

  • (c) Significant transactions with related parties

  • (i) Revenue

The amounts of sales transactions with related parties were as follows:

2019 2018
$560,430 349,143

Subsidiaries

There were no significant differences between the pricing of sales transactions with related parties and that with other customers. The payment terms ranged from two to three months, which were similar to those given to other customers.

(ii) Purchases

The amounts of purchase transactions with related parties were as follows:

Subsidiaries 2019
$ 29,233
2018
18,596

There were no significant differences between the pricing of purchase transactions with related parties and that with other suppliers. The payment terms ranged from one to two months, which were similar to other suppliers. (iii) Service income and expenses

  • 1) The Company provided warehouse, management, technologies and IT services to its subsidiaries, associates, and joint ventures. The amounts recognized as other income and expenses were as follows:
Subsidiaries
TSRC (Nantong) Industries Ltd.
Other subsidiaries
Associates
Indian Synthetic Rubber Private Limited
Other associates
Joint ventures
Indian Synthetic Rubber Private Limited
2019
$ 62,975
46,403
-
12,678
53,466
$
175,522
2018
59,859
36,861
15,197
15,560
47,455
174,932
  • 2) The Company received consulting services such as marketing, research environmental, security and agency

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services from its subsidiaries and other related parties. For the years ended December 31, 2019 and 2018, the services amounted to $71,280 thousand and $65,537 thousand, respectively, and were recorded under operating expenses.

(iv) Leases -Rent income

operating expenses.
Leases -Rent income
Others 2019
$
4,445
2018
4,439

The amount of rent is in reference to neighboring rent, and the rental is collected monthly from other relative parties.

(v) Receivable from related parties

The details of the Company's receivable from related parties were as follows:

Account
Accounts receivable -related parties
Accounts receivable -related parties
Accounts receivable -related parties
Accounts receivable -related parties
Other receivable
Other receivable
Other receivable
Other receivable
Type of related parties
Subsidiaries
TSRC (Nantong) Industries Ltd.
TSRC (Lux.) Corporation S.'a.r.l.
Dexco Polymers L.P.
Other subsidiaries
Subsidiaries
TSRC (Nantong) Industries Ltd.
Other subsidiaries
Associates
Other associates
Joint ventures
Indian Synthetic Rubber Private Limited
December 31,
2019
$ 17,362
34,574
55,015
7,520
114,471
107,146
22,207
10,693
17,541
157,587
$
272,058
December
31, 2018
7,434
17,076
30,231
4,041
58,782
78,893
9,540
12,187
20,814
121,434
180,216

(vi) Payable to related parties

As the result of the aforementioned transactions, the details of the Company's payable to related parties were as follows:

Account
Accounts payable
Other payable
Other payable
Other payable
Type of related parties December 31,
2019
$ 2,868
62,354
29,757
55
92,166
$
95,034
December 31,
2018

Subsidiaries
Subsidiaries
TSRC (Nantong) Industries Ltd.
Other subsidiaries
Other related parties
4,340
21,893
18,843
-
40,736
45,076

(vii) Guarantees

The credit limits of the guarantees the Company had provided on the bank loans of related parties were as fol-

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Any circumstances referred to in Paragraph 3(2) of Article 36 of the
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----- End of picture text -----

lows:
December 31, 2019 December 31, 2018
Subsidiaries
TSRC (Vietnam) Co., Ltd. $ 439,548 399,529
TSRC (USA) Investment Corporation 451,590 460,995
Dexco Polymers L.P. 301,060 307,330
Associates
ARLANXEO-TSRC (Nantong) Chemical Industries Co., Ltd. 1,113,557 1,530,733
Joint ventures
Indian Synthetic Rubber Private Limited 1,431,541 1,461,354
$ 3,737,296 4,159,941
Accordingly, the amounts of the Company recognized provision liabilities and the investment accounted for un-
der the equity method were as follows:
December 31, 2019 December 31, 2018
Associates
ARLANXEO-TSRC (Nantong) Chemical Industries Co., Ltd. $ 4,080 4,428
Joint ventures
Indian Synthetic Rubber Private Limited 15,147 24,761
$ 19,227 29,189
Key management personnel transactions
he compensation of the key management personnel comprised the following:
2019 2018
Short-term employee benefits $ 89,439 88,668
Post-employment benefits 596 563
$ 90,035 89,231
  • (d) Key management personnel transactions

The compensation of the key management personnel comprised the following:

<8> Pledged Assets: None.

<9> Commitments and Contingencies

  • (a) As of December 31, 2019 and 2018, the Company's unused letters of credit outstanding for purchases of materials were $842,720 thousand and $1,505,674 thousand, respectively.

  • (b) As of December 31, 2019 and 2018, the Company's signed construction and design contracts with several factories totaled $48,700 thousand and $17,300 thousand, respectively, of which $37,340 thousand and $13,840 thousand, respectively, were paid.

<10> Losses Due to Major Disasters: None.

<11> Subsequent Events

The Company intended to purchase the lease contract for leasing a parcel of land form the Industrial Development Bureau of the Ministry of Economic Affairs, on March 10, 2020. According to the contract, the Company paid $140,042 thousand after deducting the paid rent and deposit amount of $102,676 thousand; until March 17, 2020, the registration of property rights transfer is still being processed.

<12> Others

A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:

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Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

By function
By nature
2019 2018
Operating
costs
Operating
expenses
Total Operating
costs
Operating
expenses
Total
Employee benefits
Salary 428,976 341,094 770,070 389,679 337,180 726,859
Labor and health insurance 34,490 25,852 60,342 31,451 24,362 55,813
Pension (note 1) 17,874 14,059 31,933 17,600 14,039 31,639
Directors' remuneration - 22,879 22,879 - 40,402 40,402
Others (note 2) 44,629 53,359 97,988 63,509 50,614 114,123
Depreciation (note 3) 227,386 64,940 292,326 219,629 40,558 260,187
Amortization 5,486 19,213 24,699 6,053 21,070 27,123
  • Note1: Pension expenses excluded expenses for employees on international assignments amounting to $1,882 thousand and $1,458 thousand for the years ended December 31, 2019 and 2018, respectively.

  • Note2: Others personnel expenses included meals, employee welfare, training expenses, employees' bonus, and directors' remuneration.

Note3: Depreciation expenses for investment property recognized under other income and expenses, amounting to $14,725 thousand and $14,726 thousand for the years 2019 and 2018 were excluded.

The Company's number of employees for the years ended December 31, 2019 and 2018 and additional information on employee benefits are as follows :

ployee benefits are as follows :
Number of employees
Number of directors who were not employees
The average employee benefit
The average salaries and wages
The average of employee salary cost adjustment as follows
2019
700
8
$
1,388
$
1,113
3%
2018
682
8
1,377
1,078

<13> Other Disclosures

(a) Information on significant transactions:

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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The following is the information on significant transactions required by the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" for the Company:

(i) Loans to other parties:

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Highest
balance of
Financial
No. Name of lender Name of borrower statement account Related party other parties financing to balanceEnding
during the
year
1 TSRC (Shanghai) Indus- TSRC (Nantong) Indus- Loan Yes 189,144 185,893
tries Ltd. tries Ltd.
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Note 1: The loan limit extended per party of TSRC (Shanghai) Industries Ltd. should not be over 10% of total equity. However, if the counterparty is a subsidiary 100% owned, directly or indirectly by TSRC, the loan limit extended per party should not be over 50% of the total equity of the most recent financial statements audited or reviewed by a CPA.

Note 2: The maximum loan extended to all parties of TSRC (Shanghai) Industries Ltd. should not be over 40% of total equity. However, if the counterparty is a subsidiary 100% owned, directly or indirectly by TSRC, the total loan limit should not be over 100% of total equity of the most recent financial statements audited or reviewed by a CPA .

Note 3: TSRC (Shanghai) Industries Ltd., and TSRC (Nantong) Industries Ltd. are 100% owned by TSRC.

Note 4: Credit period: The financing period should not be over one year.

Note 5: Nature of financing activities is as follows:

(1) if there are transactions between these two parties, the number is "1".

  • (2) if it is necessary to loan to other parties, the number is "2".

(ii) Guarantees and endorsements for other parties:

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Counter-party of guarantee and endorsement Limitation on amount of Highest balance Ending balance
No. Name Relationship guarantees for guarantees and endorse- of guarantees
of Company Name with the Com- ments for one and endorse- ments during and endorse-ments
pany party the year
TSRC (USA) Investment Cor-
0 TSRC 4 (Note 2) 474,180 451,590
poration
0 TSRC ARLANXEO-TSRC (Nantong) 6 (Note 2) 1,557,702 1,113,557
Chemical Industries Co., Ltd.
0 TSRC Indian Synthetic Rubber 6 (Note 2) 1,503,151 1,431,541
Private Limited
0 TSRC TSRC (Vietnam) Co., Ltd. 4 (Note 2) 458,586 439,548
0 TSRC Dexco Polymers L.P. 4 (Note 2) 316,120 301,060
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Note 1: The guarantee's relationship with the guarantor is as follows:

(1) A company with which it does business.

(2) A company in which the public company directly and indirectly holds more than 50 percent of the voting shares.

(3) A company that directly and indirectly holds more than 50 percent of the voting shares in the public company.

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

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

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

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

Note 2: The guaranteed amount is limited to fifty percent of issued capital, amounting to $7,437,846 thousand.

Note 3: The aggregate amount of guarantee by the Company is limited to 1.5 times its stockholders' equity, amounting to $22,313,538 thousand.

(iii) Securities held as of December 31, 2019 (excluding investment in subsidiaries, associates and joint ventures):

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Unit: thousand NTD

(i)

Amount ac-
tually drawn
Purposes of
fd f
Transaction
f
f ll Collateral Collateral Financing limit
for each borrow-
ing
Company
Maximum fi-
nancing limit
for the
lender
Range of in-
terest rates
un inanc-
ing for the
borrowers
(Note 5)
amount or
business
between
twoparties
Reasons or
short-term
financing
Aowance
for bad
debt
Item Value
185,893 3.915% 2 - Operating
capital
- - 245,514
(Note1)
491,027
(Note2)

Unit: thousand NTD

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Endorsements/
actually Amountdrawn and endorsements Property pledged on guarantees(Amount) amounts of guarantees net worth of the latest and endorsements toRatio of accumulated financial statements Maximum allow-able amount for guarantees and endorsements third parties on be-half of subsidiaryParent company endorsement / guarantees to Subsidiary endorse-to third parties on ment /guarantees behalf of parent company Mainland Chinaguarantees to third parties Company in on behalf of
353,746 - 3.04% (Note 3) Y
276,544 - 7.49% (Note 3) Y
1,217,035 - 9.62% (Note 3)
391,378 - 2.95% (Note 3) Y
245,996 - 2.02% (Note 3) Y
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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Name of holder Nature and name
of security
Relationship with the
security issuer
Account name
TSRC Taiwan High Speed Rail
Corporation
- Available-for-sale financial assets -
non-current
TSRC Evergreen Steel Corporation - Available-for-sale financial assets -
non-current
TSRC Thai Synthetic Rubbers Co.,
Ltd.
- Available-for-sale financial assets -
non-current
TSRC Hsin-Yung Enterprise Cor-
poration
- Available-for-sale financial assets -
non-current
Dymas Corporation Thai Synthetic Rubbers Co.,
Ltd.
- Available-for-sale financial assets -
non-current
  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$300 million or 20% of the capital stock:

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Name of Company Counter-party Relationship
TSRC (Lux.) Corporation S.'a r.l. TSRC Related parties
TSRC TSRC (Lux.) Corporation S.'a r.l. Related parties
Shen Hua Chemical Industries Co., A director of Shen Hua Chemi-
Ltd. Marubeni Corporation cal Industries Co., Ltd.
Dexco Polymers L.P. TSRC Related parties
TSRC Dexco Polymers L.P. Related parties
A director of TSRC UBE (Nan-
TSRC-UBE (Nantong) Industries Ltd. Marubeni Corporation
tong) Industries Ltd.
Polybus Corporation Pte Ltd. TSRC (Nantong) Industries Ltd. Related parties
TSRC (Nantong) Industries Ltd. Polybus Corporation Pte Ltd. Related parties
TSRC (Lux.) Corporation S.'a r.l. Dexco Polymers L.P. Related parties
Dexco Polymers L.P. TSRC (Lux.) Corporation S.'a r.l. Related parties
TSRC (Lux.) Corporation S.'a r.l. TSRC (Nantong) Industries Ltd. Related parties
TSRC (Nantong) Industries Ltd. TSRC (Lux.) Corporation S.'a.r.l. Related parties
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(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:

Name of related party Counter-party Relationship Balance of receivables
from related party
TSRC (Nantong) Industries Ltd. TSRC (Lux.) Corporation S.à r.l. Related parties 234,516

Note 1: Until March 17, 2020.

(ix) Trading in derivative instruments: Please refer to note 6(b).

212

Unit: thousand NTD

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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Ending balance
Remarks
Number of shares Book value Holding percentage Market value
3,000,000 115,200 0.05% 115,200
12,148,000 349,984 3.00% 349,984
599,999 147,180 5.42% 147,180
5,657,000 320,073 3.90% 320,073
837,552 205,451 7.57% 205,451
1,137,888 1,137,888
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Unit: thousand NTD

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Status and reason for
Transaction details deviation from arm's Account / note receivable (payable)
-length transaction Re-
Purchase / Sale Amount of total pur-Percentage Credit period Unit price Credit peri-od Balance Percentage of total accounts / notes marks
chases / sales receivable (payable)
Purchase 202,417 7.84% 70 days - (34,574) (9.97)%
Sale (202,417) (1.86)% 70 days - 34,574 3.24%
Purchase 190,379 3.34% 14 days - (45,243) (7.02)%
Purchase 208,268 8.43% 70 days - (55,015) (13.69)%
Sale (208,268) (1.92)% 70 days - 55,015 5.15%
Purchase 178,962 8.02% 14 days - (14,175) (4.49)%
Purchase 264,908 84.85% 40 days - (19,747) (50.39)%
Sale (264,908) (5.92)% 40 days - 19,747 3.75%
Purchase 859,445 33.30% 90 days - (82,025) (23.65)%
Sale (859,445) (21.19)% 90 days - 82,025 20.42%
Purchase 1,518,361 58.82% 70 days - (234,516) (67.62)%
Sale (1,518,361) (33.92)% 70 days - 234,516 44.51%
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Unit: thousand NTD

Turnover rate Overdue amount Overdue amount Amounts received in subsequent
period (Note 1)
Allowances for bad debts
Amount Action taken
6.09 - 128,079 -

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Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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(b) Information on investees:
The following is the information on investees for the year 2019 (excluding information on investees in Mainland China):
Name of investor Name of investee Address Scope of business
TSRC Trimurti Holding Corpo-ration Palm Grove House, P.O.BOX 438, Road Town, Tortola B.V.I Investment corporation
Hardison International Palm Grove House, P.O.BOX 438, Road Town,
TSRC Corporation Tortola B.V.I Investment corporation
Palm Grove House, P.O.BOX 438, Road Town,
TSRC Dymas Corporation Tortola B.V.I Investment corporation
8 VSIP II-A Street 31, Vietnam Singapore Industri-
TSRC TSRC (Vietnam) Co., Ltd. al Park II A, Tan Uyen Town, Binh Duong Province, Production and sale of TPE
Vietnam
Trimurti Holding Cor- Polybus Corporation International commerce and
poration Pte Ltd. 100 Peck Seah Street #09-16 Singapore 079333 investment corporation
Trimurti Holding Cor- TSRC (Hong Kong) Lim- 15/F BOC Group Life Assurance Tower 136 Des
poration ited Voeux Road Central Investment corporation
Trimurti Holding Cor- Indian Synthetic Rubber Room No.702, Indian Oil Bhawan, 1 Sri Aurobin- Production and sale of syn-
poration Private Limited do Marg, Yusuf Sarai, New Delhi 110016, India thetic rubber products
TSRC (Hong Kong) TSRC (Lux.) Corporation International commerce and
Limited S.'a r.l. 39-43 avenue de la Liberte L-1931 Luxembourg investment corporation
TSRC (Lux.) Corpora- TSRC (USA) Investment 2711 Centerville Road, Suite 400, Country of New
tion S.'a r.l. Corporation Castle, Wilmington, Delaware. ,19808. Investment corporation
TSRC (USA) Investment 12012 Wickchester Lane, Suite 280, Houston,
Corporation Dexco Polymers L.P. TX77079 Production and sale of TPE
Hardison International Triton International Palm Grove House, P.O.BOX 438, Road Town,
Corporation Holdings Corporation Tortola B.V.I Investment corporation
Hardison International Palm Grove House, P.O.BOX 438, Road Town,
Corporation Dymas Corporation Tortola B.V.I Investment corporation
Consulting for electric power
Asia Pacific Energy De-
Dymas Corporation Cayman Islands facilities management and
velopment Co., Ltd. electrical system design
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(b) Information on investees:

Note1: Amounts in foreign currencies were translated based on the exchange rate at the reporting date (USD1 to NTD30.106; EUR1 to NTD33.7488). Note2: TSRC directly owns 19.48% of Dymas's equity and indirectly owns 80.52% via Hardison International Corporation.

(c) Information on investment in Mainland China:

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Method of Cumulative investment
Name of investee
in Mainland China Scope of business Issued capital investment (amount) from Taiwan
(Note 1) as of January 1, 2019
Shen Hua Chemical Industries Production and sale of synthetic rubber 1,240,969 (2)a. -
Co., Ltd. products (USD41,220)
Changzhou Asia Pacific Power generation and sale of electricity 695,449 (2)c. 115,366
Co-generation Co., Ltd. and steam (USD23,100) (USD3,832)
TSRC (Shanghai) Industries Ltd. Production and sale of compounding 165,583 (2)b. 118,015
materials (USD5,500) (USD3,920)
Nantong Qix Storage Co., Ltd. Storehouse for chemicals 90,318 (2)d. 45,159
(USD3,000) (USD1,500)
TSRC-UBE (Nantong) Industries Production and sale of synthetic rubber 1,204,240 (2)a. 30,106
Ltd. products (USD40,000) (USD1,000)
TSRC (Nantong) Industries Ltd. Production and sale of TPE 3,164,893 (2)a. 200,145
(USD105,125) (USD6,648)
ARLANXEO-TSRC (Nantong) Production and sale of NBR 1,348,749 (2)a. -
Chemical Industries Co., Ltd. (USD44,800)
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Note1: The method of investment is divided into the following four categories:

  • (1)Remittance from third-region companies to invest in Mainland China.

  • (2)Through the establishment of third-region companies then investing in Mainland China.

  • a. Through the establishment of Polybus Corporation Pte. Ltd. then investing in Mainland China.

  • b. Through the establishment of TSRC (Hong Kong) Limited then investing in Mainland China.

  • c. Through the establishment of Asia Pacific Energy Development Co., Ltd. then investing in Mainland China.

  • d. Through the establishment of Triton International Holdings Corporation then investing in Mainland China.

214

Unit: thousand NTD/thousand USD/thousand EUR

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Original cost Ending balance
Net income Investment
Remarks
December 31, December 31, Shares Percentage of Book value (loss) of investee income (loss)
2019 2018 ownership
1,005,495 1,005,495 86,920,000 100.00% 13,358,067 716,150 716,150 Subsidiary
109,442 109,442 3,896,305 100.00% 927,087 85,956 85,956 Subsidiary
38,376 38,376 1,161,004 19.48% 189,652 97,870 19,065 [Subsidiary (note ]
2)
278,280 278,820 - 100.00% 244,355 (25,105) (25,105) Subsidiary
1,959,931 1,959,931 105,830,000 100.00% 7,249,603 654,489 654,489 [Indirectly owned ]
(USD65,101) (USD65,101) subsidiary
(USD77,850)2,343,752 (USD77,850)2,343,752 77,850,000 100.00% 3,151,241 (9,184) (9,184) [Indirectly owned ] subsidiary
887,314 887,314
222,861,375 50.00% 396,539 148,699 74,350 -
(USD29,473) (USD29,473)
(EUR50,800)1,714,439 (EUR50,800)1,714,439 50,800,000 100.00% 2,548,506 (86,545) (86,545) [Indirectly owned ] subsidiary
(USD70,050)2,108,925 (USD70,050)2,108,925 100 100.00% 2,490,167 (76,335) (76,335) [Indirectly owned ] subsidiary
5,798,927 5,798,927 - 100.00% 1,520,826 115,183 115,183 [Indirectly owned ]
(USD192,617) (USD192,617) subsidiary
1,505 1,505 50,000 100.00% 119,631 7,211 7,211 [Indirectly owned ]
(USD50) (USD50) subsidiary
144,479 144,479 4,798,566 80.52% 805,234 97,870 78,805 [Indirectly owned ]
(USD4,799) (USD4,799) subsidiary
339,746 339,746 7,522,337 37.78% 404,508 218,853 82,683 -
(USD11,285) (USD11,285)
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Unit: thousand NTD/thousand USD

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Investment flow during
current period Cumulative investment Net income Direct / indirect Investment Accumulated
(amount) investment Book remittance of
(losses) of income
Remittance Repatriation from Taiwan as of investee holding (losses) value earnings in
amount amount December 31, 2019 percentage current period
- - - 142,721 65.44% 93,396 1,769,841 4,379,389
(note 2)
- - 115,366 324,781 28.34% 92,043 389,012 -
(USD3,832) (note 3)
- - 118,015 81,606 100.00% 81,606 491,027 -
(USD3,920) (note 2)
- - 45,159 15,056 50.00% 7,528 66,433 -
(USD1,500) (note 2)
- - 30,106 61,066 55.00% 33,586 795,943 -
(USD1,000) (note 2)
- - 200,145 496,578 100.00% 496,578 4,335,549 -
(USD6,648) (note 2)
- - - 39,130 50.00% 19,565 231,111 -
(note 3)
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(3)Through transferring the investment to third-region existing companies then investing in Mainland China.

(4)Other methods: EX: delegated investments.

Note2: The investment income (losses) were recognized under the equity method and based on the financial statements audited by the auditor of the Company.

Note3: The investment income (losses) were recognized under the equity method and based on the financial statements audited by international accounting firms.

Note4: Amounts in foreign currencies were translated based on the exchange rate at the reporting date (USD1 to NTD30.106).

215

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

Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

(ii) Limitation on investment in Mainland China:

Unit: thousand NTD/thousand USD

Accumulated investment amount
in Mainland China as of December
31, 2019
Investment (amount) approved by
Investment Commission, Ministry
of Economic Affairs
Maximum investment amount
set by Investment Commission,
Ministry of Economic Affairs
508,791
(USD16,900)
5,639,908
(USD187,335)
(Note 2)
-
(Note 1)
  • Note1: In accordance with the "Regulations on Permission for Investment or Technical Cooperation in Mainland China" and the "Principles for Examination of Applications for Investment or Technical Cooperation in Mainland China" amended and ratified by the Executive Yuan on August 22, 2008, the Company met the criteria for operational headquarters under the Statute for Industrial Innovation and obtained approval from the Industrial Development Bureau, Ministry of Economic Affairs, on August 23, 2018. As it has an operational headquarters status, the Company is not subject to the limitation as to the amount of investment in Mainland China during the period from August 20, 2018 to August 19, 2021.

Note2: This amount includes capital increase out of earnings, approved by the Investment Commission, MOEA. Note3: Amounts in foreign currencies were translated based on the exchange rate at the reporting date (USD1 to NTD30.106)..

(iii) Significant transactions:

1) Sales and accounts receivable

Sales to related parties in Mainland China are summarized as follows:

2019
TSRC (Shanghai) Industries Ltd. $ 7,356
TSRC (Nantong) Industries Ltd. 72,269
Shen Hua Chemical Industries Co., Ltd. 780
$ 80,405
The related accounts receivable resulting from the above transactions as of December 31, 2019 as follows:
December 31, 2019
TSRC (Shanghai) Industries Ltd. $ 1,461
TSRC (Nantong) Industries Ltd. 17,362
$ 18,823

There were no significant differences between the pricing of sales transactions with related parties and that with other customers. The payment terms ranged from two to three months, which were similar to those given to other customers.

2) Purchases and accounts payable

Purchase from related parties in Mainland China are summarized as follows:

2019
TSRC (Nantong) Industries Ltd. $ 11,958
TSRC UBE (Nantong) Industries Ltd. 7,635
$ 19,593
The related accounts payable resulting from the above transactions as of December 31, 2019 as follows:
December 31, 2019
TSRC (Nantong) Industries Ltd. $ 2,868

There were no significant differences between the pricing of purchases transactions with related parties and that with other customers. The payment terms ranged from one to two months, which were similar to other suppliers.

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

Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
----- End of picture text -----

Service income
Nature
Management and technology ser-
vices
Management and technology ser-
vices & technology licensing
Management and technology ser-
vices
Management and technology ser-
vices
Management and technology ser-
vices & technology licensing
Name
Shen Hua Chemical Industries
Co., Ltd.
TSRC (Nantong) Industries Ltd.
TSRC-UBE (Nantong) Industries
Ltd.
TSRC (Shanghai) Industries Ltd.
ARLANXEO-TSRC (Nantong)
Chemical Industries Co., Ltd.
Service income
in 2018
$ 4,542
62,975
3,206
8,883
12,678
$
92,284

3) Service income

4) Guarantees

As of December 31, 2019, guarantees provided by the Company for the bank loans of investees in Mainland China was as follows:

2019 $ 1,113,557

ARLANXEO-TSRC (Nantong) Chemical Industrial Co., Ltd.

<14> Segment Information

Please refer to the year 2019 consolidated financial statements.

217

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

Home page
Table of Contents
Letter to the Shareholders
Company profile
Corporate governance report
Information on capital raising activities
Overview of business operations
Overview of financial status
Review and analysis of the Company's financial position and financial
performance, and risk management
Special items to be included
Other disclosures
Any circumstances referred to in Paragraph 3(2) of Article 36 of the
Securities and Exchange Act which might materially affect sharehold-
ers' equity or the price of the Company's securities
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TSRC Corporation

Chairman:Nita Ing

218