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TXC AGM Information 2021

Aug 5, 2021

52274_rns_2021-08-05_63a380e0-cd57-4778-97c5-9921bdd703a6.pdf

AGM Information

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TXC Corporation

Minutes of 2021 Annual General Shareholders' Meeting

(Translation)

Time: 9:30 a.m., July 20, 2021 (Tuesday) Place: No.4, KungYeh 6[th] Rd., Pingzhen Industrial District, Taoyuan City (Meeting Room)

Total number of shares issued: 309,757,040

Attendant shares: 223,295,602 (including electronic voting 200,394,469 shares) accounted for 72.08% of total shares

Attendant directors:

Chairman: Lin, Wan-Shing

、 、 、 、 Director: Lin, Jin-Bao Chen, Chueh Shang-Hsin Kuo, Ya-Ping Huang, Hsiang-Lin Hsu, Hsing-Hao、TLC Capital Co.,LTD (Representative:Peng, Chih-Chiang) 、 、 、 Independent Director: Yu, Shang-Wu Tsai, Song-Qi Su, Yan-Syue Wang Chuan -Fen

In attendance : CPA : Wang, I-Chih at Deloitte & Touche

Chairman : Lin, Wan-Shing Recorder : Chuang, Wan-Chun

1. Call meeting to order

2. Chairman's Address (Omitted)

Report Matters

Report matter (1)

Subject:To report the business of 2020

Description:

  1. The company's 2020 consolidated revenue was NT$11,048,392 thousand, an increase of 31.05% over last year. Net income was NT$ 1,429,287 thousand, an increase of 112.76% over last year.

  2. Business report and related financial statements please refer to Attachment (1) and (3).

Report matter (2)

Subject: Audit Committee’s review report

Description:

  1. TXC’s 2020 financial Statements were reviewed by Audit Committee and audited by independent auditors, Mr. Hsieh, Ming-Chung and Ms. Su, Yu-Shiou of Deloitte & Touche.

  2. Request audit committee to read audit report and please refer to Attachment (2).

Report matter (3)

Subject: To report 2020 employees’ profit sharing bonus and directors’ compensation

Description:

  1. The 2020 pretax profit before deducting employees’ profit sharing bonus and directors’ compensation is NT$1,816,548,546 according to the Article 19 of Articles of Incorporation, the Board of Directors approved 2020 employees’ profit sharing bonus is NT$163,489,369 (9%) and directors’ compensation is NT$27,248,228 (1.5%) which are to be distributed in cash. The employees eligible to the employee’s remuneration include the full time employees of parent company and subsidiary.

  2. They are no different from the expenses acknowledge of 2020.

Recognition Matters

Recognition matter (1) Proposed by the Board of Directors

Subject: To accept 2020 Business Report and Financial Statement

Description:

  1. 2020 business report and financial statements please refer to Attachment (1) and (3).

  2. The above business report and financial statements were approved by the board of directions and reviewed by audit committee. The financial statements were audited by independent auditors Mr. Hsieh, Ming-Chung and Ms. Su, Yu-Shiou of Deloitte & Touche.

  3. Please accept the aforementioned.

Resolution:

The subject is voting by poll and the result is: approval votes: 200,994,252 shares accounted for 90.17% of total shares, disapproval votes: 667,137 shares, abstention votes / no votes: 21,232,913 shares, invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.

Recognition matter (2) Proposed by the Board of Directors

Subject: To approve the proposal of distribution of 2020 earnings

Description:

  1. Net profits for 2020 were NT$1,429,287,114. After the legal reserve and special reserve were allocated according to law and the undistributed profit at the beginning of the year was added, the profit available for distribution is NT$3,253,225,205. In consideration of capital utilization and to avoid capital inflation, a shareholder dividend issue of NT$1,177,076,752 (a cash dividend of NT$ 3.8 per share) is proposed. After distribution, the undistributed profit will be NT$2,076,148,453.

  2. According to distribution ratio, cash dividend was calculated up to dollar. Total amount of undistributed fractional shares would be recognized in non-operating income.

  3. The total amount of common shares outstanding is subject to change and the ultimate cash dividend to be distributed to each common share will be adjusted accordingly should TXC subsequently buyback of company shares or transfer or cancellation of treasury stock or capital increase by cash, a proposal shall be made at the shareholders' meeting to authorize the board of directors to handle related matters.

  4. After the proposal is submitted to the shareholders meeting for approval, the chairman is authorized to set up the Ex-dividend record date.

  5. The profit distribution proposal is listed as below.

  6. Please approve.

Distribution of 2020 Earnings

Unit NT$

UnitNT$ UnitNT$
Item Amount
Sub-total Sum
Beginning period undistributed profits 1,429,287,114
123,679,204
(56,547)
(451,265)
1,678,401,450
1,552,458,506
(155,245,851)
177,611,100
__
3,253,225,205
(1,177,076,752)
___
2,076,148,453
Net profit after tax for this year
Disposal of equity instruments at fair value through
other comprehensive income. Total gain of disposal
transferred from other equity to retained earnings
Adjusted retained earnings from investments
accounted for using equity method
Remeasurement of defined employee benefit plans
to retained earnings
The amount of undistributed profits
Setting aside 10% legal reserve
Revise the setting aside special reserve
Profits available for distribution
Distribution Item:
Cash Dividends (NT$3.8 per share)
End period of undistributed profits

Note: Allocation of 2020 undistributed profit shall be given priority for the above profit distribution.

Chairman: Peter Lin Manager: Kevin Kuo Accounting Supervisor: Hong Guan-wen

Resolution:

The subject is voting by poll and the result is: approval votes: 201,930,446 shares accounted for 90.59% of total shares, disapproval votes: 70,138 shares, abstention votes / no votes: 20,893,718 shares, invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.

Discussion Matters

Discussion Matter (1) Proposed by the Board of Directors

Subject: To Revise the ‘’Rules and Procedures of Shareholders Meeting’’

Description:

  1. It is proposed that certain articles of the ‘’Rules and Procedures of Shareholders Meeting’’ should be revised to comply with rule No.1100001446 on January 28, 2021 and No. 1090009468 on June 3, 2020 both issued by the Taiwan Stock Exchange Corporation.

  2. The comparison tables for the aforementioned are attached hereto as Attachment (4) -Chinese version.

  3. Please approve.

Resolution:

The subject is voting by poll and the result is: approval votes: 201,853,927 shares accounted for 90.56% of total shares, disapproval votes: 61,357 shares, abstention votes / no votes: 20,979,018 shares, invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.

Discussion Matter (2) Proposed by the Board of Directors

Subject: To Revise the ‘’Procedures for Acquisition or Disposal of Assets’’

Description:

  1. To meet the need of company’s operation, to revise certain articles of the ‘’Procedures for Acquisition or Disposal of Assets’’

  2. The comparison tables for the aforementioned are attached hereto as Attachment (5) -Chinese version. 3. Please approve.

Resolution:

The subject is voting by poll and the result is: approval votes: 174,589,186 shares accounted for 78.33% of total shares, disapproval votes: 27,328,098 shares, abstention votes / no votes: 20,977,018 shares, invalid votes: 0 share. Because the approval votes exceeded statutory votes, the subject is passed.

Special Motions

None

Meeting Adjourned

Time: 09:50 a.m., July 20, 2021

Attachment (1)

TXC Corporation Business Report

Under the continuous impact of the new crown virus epidemic and the Sino-US trade war, the global economy and industrial supply chain in 2020 will experience unprecedented challenges and changes. Intense changes in terminal demand, tight supply and shipment of raw materials, fluctuations in market price mechanisms, maintenance of customer relationships, etc., while testing the operational flexibility and decision-making response speed of the chain organization, it also brings a new wave of development opportunities for the company's competitive differences. Benefiting from the proper implementation of the government’s anti-epidemic control, all plant operations have maintained normal operations. The products have been recognized and trusted by customers and the market for a long time, and the production capacity has been continuously expanded to give full play to the benefits of mass production. Through active and effective coordination of production and sales and cost control, the overall operating performance set an exciting new record in 2020.

  • I. 2020 Operation Results

  • Consolidated revenue and net income

    • The company's 2020 consolidated revenue was NT$11,048,392 thousand, an increase of 31.05% over last year. Net income was NT$ 1,429,287 thousand, an increase of 112.76% over last year. The basic EPS is NT$4.61 increased 112.44% from EPS NT$2.17 previous year.
  • Product and market development

The company continuously developing and optimizing high-stability, high-frequency, wide-temperature, and ultra-miniaturized quartz component products, including Temperature 、 、 Compensating Control Quartz Oscillator (TCXO) Temperature Sensing Quartz Crystal (TSX) Miniature Constant Temperature Control Quartz Crystal Oscillator (OCXO), Miniature Quartz 、 、 Crystal (XO) Miniature Mobile Device Crystal(Crystal) Sensors…etc. to accelerate the deployment and introduction of Tier 1 customers in the three major industries of 5G / automotive / IoT.

  • II. 2021 Business Plan Summary (Objective)

  • 1 Strengthening industrial deployment and increasing market share

    • (1) Consolidate and steadily expand the existing market, continuously improve quality and reduce manufacturing costs.

    • (2) Actively develop new markets, new industries, new applications, new products, and deploy 5G, Internet of Things and automotive markets.

    • (3) Invest in the development of advanced and high-end manufacturing processes, accelerate the mass production and launch of new products, and enhance the competitive advantage.

  • 2 Optimize cost structure and increase profitability

    • (1) Improve product mix: Integrate production cost differences, optimize product mix, and expand sales of high-margin products.

    • (2) Strengthen superior resources: Through group management, effective integration of resources, cross-plant coordination and cooperation, play to the advantages of each plant in different locations, and maintain organizational flexibility and response speed.

    • (3) Reduce production costs: improve production yield, reduce product bad costs, strengthen production and sales coordination, improve inventory turnover, improve process improvement capabilities, and effectively use data to analyze costs and solve problems.

  • 3 Through strategic alliances and integration of internal and external resources, accelerate the transfer of key technologies and professional capabilities, as well as the development speed of new products and new process to effectively manager risks and enters new markets.

Looking forward to the next few years, many uncertainties in the environment and regional power struggles will continue to have an impact on the global economy and industry, and business risks will remain severe. Facing the huge opportunities and challenges at hand, only by cultivating product

technology, constantly innovating and breaking through, implementing digital intelligent manufacturing, quickly and flexibly responding to market opportunities, and establishing a competitive advantage that cannot be imitated, can we respond to more intense competition and changes in the future. The management team will uphold the attitude of excellence and the spirit of entrepreneurial hard work, continue to create value for shareholders and create happiness for colleagues more rigorously and professionally, and hope to become a top enterprise with outstanding performance and sustainable operation. Value-added reengineering and new heights!

Chairman: Peter Lin Manager: Kevin Kuo Accounting Supervisor: Hong Guan-wen

Attachment (2)

TXC Corporation Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2020 business report, consolidated financial statements, the individual financial statements and proposal of earnings distribution, of which the consolidated financial statements and the individual financial statements have been audited by independent auditors Mr. Hsieh, Ming-Chung and Ms. Su, Yu-Shiou of Deloitte & Touche. The business report, consolidated financial statements, the individual financial statements and proposal of earnings distribution have been recognized by Audit Committee according to Article 14-4 of the Securities Exchange Act and Article 219 of the Corporate Act. Pleas examine.

2021 shareholder meeting of the company

Convener of the Audit Committee Yu, Shang-Wu

March 11, 2021

Appendix1

TXC Corporation and Subsidiaries

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

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2020 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standards 10 “Consolidated and Separate Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

TXC CORPORATION

By

PETER LIN Chairman March 11, 2021

  • 1 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders TXC Corporation

Opinion

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

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

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

  • 2 -

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

Revenue of the Group for the year ended December 31, 2020 amounted to NT$11,048,392 thousand, which had an approximate 31% increase compared to revenue of NT$8,430,970 thousand for the year ended December 31, 2019. In comparison with 2019, the revenue derived from specific products increased significantly on average in 2020; therefore, we considered the validity of revenue derived from some specific products as a key audit matter.

The key audit procedures that we performed in respect of revenue derived from some specific products included the following:

  1. We tested and obtained an understanding of the appropriateness of the design and the implementation of internal control system that is related to revenue recognition of these specific products.

  2. We selected samples from revenue details of some specific products, and checked the sales orders and delivery orders to confirm the occurrence of the sales revenue.

  3. We inspected the sales returns details of specific products to check whether there is any abnormal circumstance on the occurrence of the sales returns.

Other Matter

We have audited the accompanying financial statements of TXC Corporation as of December 31, 2020 and 2019 on which we have issued an unmodified opinion.

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

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

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

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

  • 3 -

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

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

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

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

  • 4 -

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2019 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Ming-Chung Hsieh and Yu-shiou Su.

Deloitte & Touche Taipei, Taiwan Republic of China March 11, 2021

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

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

  • 5 -

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

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

Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at amortized cost - current (Notes 4 and 9)
Notes receivable (Notes 4 and 10)
Trade receivables (Notes 4 and 10)
Trade receivables from related parties (Notes 4, 10 and 28)
Other receivables (Notes 4 and 10)
Other receivables from related parties (Notes 4 and 28)
Current tax assets (Notes 4 and 24)
Inventories (Notes 4 and 11)
Non-current assets held for sale (Notes 4 and 13)
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Financial assets measured at cost - non-current (Notes 4 and 9)
Investments accounted for using the equity method (Notes 4 and 14)
Property, plant and equipment (Notes 4 and 15)
Right-of-use assets (Notes 4 and 16)
Investment properties (Notes 4 and 17)
Other intangible assets (Note 4 )
Deferred tax assets (Notes 4 and 24)
Prepayment for equipment
Other non-current assets

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term loans (Note 18)

Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)
Contract liabilities - current (Notes 11 and 22)
Trade payables
Trade payables to related parties (Note 28)
Other payables (Note 19)
Other payables to related parties (Note 28)
Current tax liabilities (Notes 4 and 24)
Lease liabilities - current (Notes 4 and 16)
Current portion of long-term borrowings and bonds payable (Note 18)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Note 18)
Deferred income tax liabilities (Notes 4 and 24)
Lease liabilities - non-current (Notes 4 and 16)
Net defined benefit liabilities - non-current (Notes 4 and 20)
Guarantee deposits received

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT (Note 21)
Share capital
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity
Exchange differences on translating the financial statements of foreign operations
Unrealized gain on financial assets at fair value through other comprehensive income

Total other equity

Total equity

TOTAL
2020
Amount
%
$ 2,218,277
16
534,489
3
210,502
1
21,959
-
3,473,742
21
30,162
-
44,550
1
490
-
8,067
-
2,816,838
17
35,892
-

192,633

1


9,587,601
60

9,255
-
525,304
3
704,495
2
421,512
3
4,808,588
29
92,303
1
48,083
-
41,684
-
39,892
-
304,784
2

18,210

-


7,014,110
40

$ 16,601,711
100

$ 916,250
6
1,455
-
729,079
4
1,947,598
12
3,543
-
961,306
6
1,480
-
117,054
1
1,777
-
385,287
2

28,461

-


5,093,290
31

1,685,524
10
67,032
1
1,172
-
63,560
-

36,127

-


1,853,415
11


6,946,705
42


3,097,570
19


1,668,269
10

1,480,696
9
524,372
3

3,230,861
19


5,235,929
31

(523,275)
(3)

176,513

1


(346,762)

(2)


9,655,006
58

$ 16,601,711
100
2019











































































Amount
%
$ 1,986,235
15

758,940
6

73,083
-

107,142
1

2,778,155
21

4,038
-

40,587
-

79
-

8,176
-

2,039,498
15

-
-

149,103

1

7,945,036
59

9,255
-

422,422
3

86,983
1

447,290
4

4,054,149
30

96,162
1

54,565
1

27,816
-

39,349
-

169,470
1

16,273

-

5,423,734
41
$ 13,368,770
100
$ 63,485
1

3,963
-

68,024
1

1,659,086
12

78
-

724,671
5

2,850
-

48,135
-

3,087
-

209,860
2

13,280

-

2,796,519
21

1,637,635
12

123,400
1

2,949
-

74,031
1

36,485

-

1,874,500
14

4,671,019
35

3,097,570
23

1,666,690
13

1,413,518
10

254,907
2

2,789,438
21

4,457,863
33

(584,617)
(4)

60,245

-

(524,372)

(4)

8,697,751
65
$ 13,368,770
100

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

  • 6 -

TXC CORPORATION AND SUBSIDIARIES

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

REVENUE (Note 22)

COST OF GOODS SOLD (Note 23)

GROSS PROFIT

OPERATING EXPENSES (Note 23)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss reversed on trade receivables

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Interest income (Note 23)
Other income (Note 23)
Other gains and losses (Note 23)
Finance costs (Note 23)
Share of profits of associates and joint ventures
(Note 14)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 24)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Item that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Unrealized (gain) loss on investments in equity
instruments at fair value through other
comprehensive income
Share of the other comprehensive income of
associates accounted for using the equity
method

2020
Amount
%
$ 11,048,392 100

(7,715,586)
(70)


3,332,806
30

494,737
5
450,999
4
769,441
7

(31)

-


1,715,146
16


1,617,660
14

24,330
-
120,058
1
(62,319)
-
(21,442)
-

30,430

-


91,057

1

1,708,717 15

(279,430)
(2)


1,429,287
13

(451)
-
240,077
2

(186)

-


239,440

2
2019
































Amount
%
$ 8,430,970 100

(6,423,879)
(76)

2,007,091
24

433,296
5

358,881
5

582,776
7

-

-

1,374,953
17

632,138

7

27,876
-

134,948
2

(21,143)
-

(23,250)
-

14,008

-

132,439

2

764,577
9

(92,795)
(1)

671,782

8

(12,331)
-

129,437
2

657

-

117,763

2
(Continued)
  • 7 -

TXC CORPORATION AND SUBSIDIARIES

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

Item that maybe reclassified subsequently to profit or
loss:
Exchange differences on translating the financial
statements of foreign operations

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


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

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 25)
From continuing and discounted operations
Basic
Diluted
2020
Amount
%
$ 58,311
1

3,031

-


61,342

1


300,782

3

$ 1,730,069
16

$ 4.61
$ 4.58
2019








Amount
%
$ (216,643) (3)

(8,051)

-

(224,694)
(3)

(106,931)
(1)
$ 564,851

7
$ 2.17
$ 2.16
$



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

(Concluded)

  • 8 -

TXC CORPORATION AND SUBSIDIARIES

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

BALANCE AT JANUARY 1, 2019
Appropriation of 2018 earnings (Note 21)
Legal reserve
Special reserve
Cash dividends distributed by the company
Net profit for the year ended December 31, 2019
Other comprehensive income (loss) for the year ended December 31, 2019, net of income
tax
Total comprehensive income (loss) for the year ended December 31, 2019
Surplus donated
Changes in capital surplus from investment in associates and joint ventures accounted for
using the equity method
Disposal of equity instruments at fair value through other comprehensive income (Note 8)
BALANCE AT DECEMBER 31, 2019
Appropriation of 2019 earnings (Note 21)
Legal reserve
Special reserve
Cash dividends distributed by the Company
Net profit (loss) for the for the year ended December 31, 2020
Other comprehensive income (loss) for the for the year ended December 31, 2020, net of
income tax
Total comprehensive income (loss) for the for the year ended December 31, 2020
Disposal of equity instruments at fair value through other comprehensive income (Note 8)
Disposal of investments in associates accounted for using the equity method
Surplus donated
Changes in capital surplus from investment in associates and joint ventures accounted for
using the equity method
Other changes in capital surplus
BALANCE AT DECEMBER 31, 2020
Equity Attributable to Owners of the Parent Equity Attributable to Owners of the Parent Others
Unrealized Gain
(Loss) on Financial
Exchange
Assets at Fair
Differences on
Value Through
Translating
Other
Foreign
Comprehensive
Operations
Income
$ (359,923)
$ 105,017

-
-
-
-
-
-
-
-

(224,694)

130,033


(224,694)

130,033

-
-
-
-

-

(174,805)

(584,617)
60,245
-
-
-
-
-
-
-
-

61,342

239,948


61,342

239,948

-
(123,680)
-
-
-
-
-
-

-

-

$ (523,275)
$ 176,513
Total Equity
$ 8,750,840
-
-
(619,514)
671,782

(106,931)

564,851
1,617
(43)

-
8,697,751
-
-
(774,393)
1,429,287

300,782

1,730,069
-
(1,068)
347
1,219

1,081
$ 9,655,006
Shares
(In Thousands)
Share Capital
Capital Surplus
309,757
$ 3,097,570
$ 1,665,116
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

-
-
-
1,617
-
-
(43)


-

-

-
309,757
3,097,570
1,666,690
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

-

-
-
-
-
-
(1,068)
-
-
347
-
-
1,219

-

-

1,081

309,757
$ 3,097,570
$ 1,668,269
Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 1,349,083
$ 222,793
$ 2,671,184
64,435
-
(64,435)
-
32,114
(32,114)
-
-
(619,514)
-
-
671,782

-

-

(12,270)

-

-

659,512
-
-
-
-
-
-

-

-

174,805
1,413,518
254,907
2,789,438
67,178
-
(67,178)
-
269,465
(269,465)
-
-
(774,393)
-
-
1,429,287

-

-

(508)

-

-

1,428,779
-
-
123,680
-
-
-
-
-
-
-
-
-

-

-

-
$ 1,480,696
$ 524,372
$ 3,230,861

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

  • 9 -

TXC CORPORATION AND SUBSIDIARIES

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

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss reversed on trade receivables
Net gain on fair value change of financial assets and liabilities at fair
value through profit or loss
Finance costs
Interest income
Dividend income
Share of profit of associates and joint ventures
Loss (gain) on disposal of property, plant and equipment
Loss on disposal of associates
Reversal of impairment loss on property, plant and equipment
Gain on disposal of subsidiaries
Changes in operating assets and liabilities
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Other receivables from related parties
Inventories
Other current assets
Contract liabilities-current
Trade payables
Trade payables to related parties
Other payables
Other payables to related parties
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of financial assets at fair value through profit or
loss
Purchase of financial assets at fair value through other comprehensive
income
Proceeds from sale of financial assets at fair value through other
comprehensive income
Purchase of financial assets at amortized cost
2020
$ 1,708,717

842,687
7,073
(31)
(38,124)
21,442
(24,330)
(1,755)
(30,430)
1,639
6,106
1,584
(27,921)
85,183
(695,500)
(26,124)
(4,026)
(411)
(777,290)
(43,530)
661,055
288,512
3,465
236,418
(1,370)
15,181
(11,035)

2,197,185
(21,225)
(275,769)

1,900,191

267,976
(5,000)
165,952
(875,325)
2019
$ 764,577
760,317
7,241

-

(14,680)
23,250

(27,876)

(2,385)

(14,008)
(230)
-
(2,369)

-
(21,481)

(146,853)

4,957

70,863

717

(222,230)

(44,066)
68,024
332,264
(19)
160,985

(267)
(8,486)

(6,333)
1,681,912

(23,210)

(146,866)

1,511,836
151,790

(27,108)
241,715

(163,614)
(Continued)
  • 10 -

TXC CORPORATION AND SUBSIDIARIES

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

Proceeds from financial assets at amortized cost

Purchase of investments accounted for using the equity method
Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
Payments for intangible assets
Payments for investment properties
Increase in other non-current assets
Increase in prepayment for equipment
Interest received
Dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Proceeds from guarantee deposits received
Refund of guarantee deposits received
Repayment of the principal portion of lease liabilities
Dividends paid to owners of the Company
Other changes in capital surplus

Net cash generated from (used in) financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2020
$ 126,341

(9,877)
(1,567,995)
22,669
(20,771)
(544)
(1,937)
(135,314)
24,393
18,625

(1,990,807)

853,377
316,181
(88,125)
-
(358)
(3,087)
(774,393)
1,428

305,023

17,635

232,042
1,986,235

$ 2,218,277
2019
$ 188,411

(67,083)

(684,499)
5,689

(14,070)

-

(3,700)

(82,296)
28,877

22,832

(403,056)
35,257
2,235,661
(1,996,875)
10,328

-

(2,857)

(619,514)

1,617

(336,383)

(91,564)
680,833

1,305,402
$ 1,986,235

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

(Concluded)

  • 11 -

Appendix2

TXC Corporation

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

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders TXC Corporation

Opinion

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

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2020. 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.

The key audit matter identified in the Company’s financial statements for the year ended December 31, 2020 is stated as follows:

Revenue of the Company for the year ended December 31, 2020 amounted to NT$11,048,392 thousand, which had an approximate 31% increase compared to revenue of NT$8,430,970 thousand for the year ended December 31, 2019. In comparison with 2019, the revenue derived from specific products increased significantly on average in 2020; therefore, we considered the validity of revenue derived from specific products as a key audit matter.

  • 1 -

The key audit procedures that we performed in respect of sales derived from specific products included the following:

  1. We tested and obtained an understanding of the appropriateness of the design and the implementation of internal control system that is related to revenue recognition of these specific products.

  2. We selected samples from revenue details of specific products, and checked the sales orders and delivery orders to confirm the occurrence of the sales revenue.

  3. We inspected the sales returns details of some specific products to check whether there is any abnormal circumstance on the occurrence of the sales returns.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of 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 Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

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

  1. Identify and assess the risks of material misstatement of the 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. 2 -

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

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

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

  6. 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.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

  • 3 -

The engagement partners on the audit resulting in this independent auditors’ report are Ming-Chung Hsieh and Yu-Shiou Su.

Deloitte & Touche Taipei, Taiwan Republic of China

March 11, 2021

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

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

  • 4 -

TXC CORPORATION

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

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

Financial assets at amortized cost - current (Notes 4 and 9)
Notes receivable (Notes 4 and 10)
Trade receivables (Notes 4 and 10)
Trade receivables from related parties (Notes 4, 10 and 27)
Other receivables (Notes 4 and 10)
Other receivables from related parties (Notes 4 and 27)
Current tax assets (Note 23)
Inventories (Notes 4 and 11)
Non-current assets held for sale (Notes 4 and 12)
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Financial assets at amortized cost - noncurrent (Notes 4 and 9)
Right-of-use assets (Notes 4 and 15)
Investments accounted for using equity method (Notes 4 and 13)
Property, plant and equipment (Notes 4 and 14)
Investment properties (Notes 4 and 16)
Other intangible assets (Note 4)
Deferred tax assets (Notes 4 and 23)
Prepayment for equipment
Refundable deposits

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term loans (Note 17)

Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)
Trade payables
Trade payables to related parties (Note 27)
Other payables (Note 18)
Other payables to related parties (Note 27)
Current tax liabilities (Notes 4 and 23)
Lease liabilities - current (Notes 4 and 15)
Current portion of long-term borrowings and bonds payable (Note 17)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Note 17)
Lease liabilities - non-current (Notes 4 and 15)
Deferred tax liabilities (Notes 4 and 23)
Net defined benefit liabilities - non-current (Notes 4 and 19)
Guarantee deposits received

Total non-current liabilities

Total liabilities

EQUITY (Note 20)
Share capital
Ordinary shares

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity
Exchange differences on translating the financial statements of foreign operations
Unrealized gain on financial assets at fair value through other comprehensive income

Total other equity

Total equity

TOTAL
2020
Amount
%
$ 899,988
6
52,170
-
162
-
2,959,055
21
72,598
1
19,094
-
9
-
-
-
1,073,090
7
35,892
-

64,521

1


5,176,579
36

9,255
-
213,736
2
414,271
3
2,931
-
6,107,268
42
2,328,906
16
21,511
-
8,984
-
34,387
-
112,372
1

2,508

-


9,256,129
64

$ 14,432,708
100

$ 526,986
3
1,455
-
699,223
5
1,017,833
7
563,091
4
1,482
-
112,834
1
1,777
-
100,000
1

11,659

-


3,036,340
21

1,600,000
11
1,172
-
67,032
1
63,560
-

9,598

-


1,741,362
12


4,777,702
33


3,097,570
21


1,668,269
12

1,480,696
10
524,372
4

3,230,861
22


5,235,929
36

(523,275)
(3)

176,513

1


(346,762)

(2)


9,655,006
67

$ 14,432,708
100
2019









































































Amount
%
$ 672,110
6

43,052
-

813
-

2,199,290
18

51,691
1

14,371
-

42,888
-

8,176
-

870,180
7

-
-

22,074

-

3,924,645
32

9,255
-

185,477
2

-
-

6,024
-

5,862,128
49

1,961,704
16

26,881
-

3,692
-

33,066
-

89,157
1

2,508

-

8,179,892
68
$ 12,104,537
100
$ 3,525
-

3,963
-

503,621
4

797,801
7

431,397
4

4,449
-

38,273
-

3,087
-

-
-

7,948

-

1,794,064
15

1,400,000
11

2,949
-

123,400
1

74,031
1

12,342

-

1,612,722
13

3,406,786
28

3,097,570
25

1,666,690
14

1,413,518
12

254,907
2

2,789,438
23

4,457,863
37

(584,617)
(5)

60,245

1

(524,372)

(4)

8,697,751
72
$ 12,104,537
100

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

  • 5 -

TXC CORPORATION

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

OPERATING REVENUE (Note 21)
Sales

Less: Sales returns
Less: Sales allowances

Net operating revenue
COST OF GOODS SOLD (Notes 11 and 22)

GROSS PROFIT
UNREALIZED GAIN ON ASSOCIATES/AND
JOINT VENTURES
REALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES /AND JOINT VENTURES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 4 and 22)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Interest income (Note 22)
Other income (Notes 4 and 22)
Other gains and losses (Note 22)
Finance costs (Notes 4 and 22)
Share of profit of associates and joint ventures
(Note 13)

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 23)

NET PROFIT FOR THE YEAR
2020
Amount
%
$ 9,219,457
101
39,113
-

39,930

1

9,140,414
100

7,193,029
79

1,947,385
21
(2,022)
-

1,364

-


1,946,727
21

253,830
2
164,331
2

550,247

6


968,408
10


978,319
11

4,477
-
54,438
1
(74,424) (1)
(9,676)
-

672,677

7


647,492

7

1,625,811
18

196,524

2


1,429,287
16
2019

































Amount
%
$ 6,778,865
102

32,011
1

74,783

1

6,672,071
100

5,596,803
84

1,075,268
16

(1,364)
-

1,064

-

1,074,968
16

252,422
3

123,024
2

396,050

6

771,496
11

303,472

5

6,506
-

57,162
1

(23,982) (1)

(12,472)
-

380,860

6

408,074

6

711,546
11

39,764

1

671,782
10
(Continued)
  • 6 -

TXC CORPORATION

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

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans

Unrealized gain on investments in equity
instruments at fair value through other
comprehensive income
Share of the other comprehensive income of
associates accounted for using the equity
method


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating the financial
statements of foreign operations
Share of the other comprehensive loss of
associates accounted for using the equity
method


Other comprehensive loss for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 24)
From continuing and discontinued operations
Basic
Diluted
2020
Amount
%
$ (451)
-
174,625
2

65,266

-


239,440

2

58,311
1

3,031

-


61,342

1


300,782

3

$ 1,730,069
19

$ 4.61
$ 4.58
2019














Amount
%
$ (12,331)
-

74,642
1

55,452

1

117,763

2

(216,643) (4)

(8,051)

-

(224,694)
(4)

(106,931)
(2)
$ 564,851

8
$ 2.17
$ 2.16

$ $



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

(Concluded)

  • 7 -

TXC CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2019
Appropriation of 2018 earnings (Note 20)
Legal reserve
Special reserve
Cash dividends distributed by the Company
Net profit for the year ended December 31, 2019
Other comprehensive income (loss) for the year ended December 31, 2019, net of income
tax

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

Disposal of equity instruments at fair value through other comprehensive income (Note 8)
Surplus donated
Changes in capital surplus from investment in associates and join ventures accounted for
using the equity method

BALANCE AT DECEMBER 31, 2019
Appropriation of 2019 earnings (Note 20)
Legal reserve
Special reserve
Cash dividends distributed by the Company
Net profit for the for the year ended December 31, 2020
Other comprehensive loss for the for the year ended December 31, 2020, net of income
tax

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

Disposal of equity instruments at fair value through other comprehensive income (Note 8)
Disposal of investments accounted for using the equity method
Surplus donated
Changes in capital surplus from investment in associates and joint ventures accounted for
using the equity method
Other changes in capital surplus

BALANCE AT DECEMBER 31, 2020
Shares (In
Thousands)
Share Capital
Capital Surplus
309,757
$ 3,097,570
$ 1,665,116
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

-
-
-
-
-
-
1,617

-

-

(43)
309,757
3,097,570
1,666,690
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

-
-
-
-
-
-
(1,068)
-
-
347
-
-
1,219

-

-

1,081

309,757
$ 3,097,570
$ 1,668,269
Retained Earnings
Unappropriated
Legal Reserve
Special Reserve
Earnings

$ 1,349,083
$ 222,793
$ 2,671,184
64,435
-
(64,435)
-
32,114
(32,114)
-
-
(619,514)
-
-
671,782

-

-

(12,270)

-

-

659,512
-
-
174,805
-
-
-

-

-

-
1,413,518
254,907
2,789,438
67,178
-
(67,178)
-
269,465
(269,465)
-
-
(774,393)
-
-
1,429,287

-

-

(508)

-

-
1,428,779
-
-
123,680
-
-
-
-
-
-
-
-
-

-

-

-
$ 1,480,696
$ 524,372
$ 3,230,861
Others
Exchange
Differences on
Unrealized Gain
(Loss) on Financial
Assets at Fair
Value Through
Other
Translating
Comprehensive
Foreign Operations
Income
$ (359,923)
$ 105,017

-
-
-
-
-
-
-
-

(224,694)

130,033


(224,694)

130,033

-
(174,805)
-
-

-

-

(584,617)
60,245

-
-
-
-
-
-
-
-


61,342

239,948


61,342

239,948

-
(123,680)
-
-
-
-
-
-

-

-

$ (523,275)
$ 176,513
Total Equity
$ 8,750,840
-
-
(619,514)
671,782

(106,931)

564,851
-
1,617

(43)
8,697,751
-
-
(774,393)
1,429,287

300,782
1,730,069
-
(1,068)
347
1,219

1,081
$ 9,655,006

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

  • 8 -

TXC CORPORATION

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

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Net loss on fair value change of financial assets and liabilities
designated as at fair value through profit or loss
Finance costs
Interest income
Dividend income
Share of profit of associates and joint ventures
Gain on disposal of property, plant and equipment
Loss on disposal of investments accounted for using the equity
method
Unrealized gain on the transactions with subsidiaries, associates and
joint ventures
Realized gain on the transactions with subsidiaries, associates and
joint ventures
Changes in operating assets and liabilities:
Financial assets mandatorily classified as at fair value through profit
or loss
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Other receivables from related parties
Inventories
Other current assets
Decrease in financial liabilities mandatorily classified as at fair
value through profit or loss
Trade payables
Trade payables to related parties
Other payables
Other payables to related parties
Other current liabilities
Defined benefit liabilities - non-current

Cash generated from operations
Interest paid
Income taxes paid

Net cash generated from operating activities
2020
$ 1,625,811

370,757
4,379
1,455
9,676
(4,477)
(1,635)
(672,677)
(4,584)
6,106
2,022
(1,364)
-
651
(759,765)
(20,907)
(4,786)
42,879
(202,910)
(42,447)
(3,963)
195,602
220,032
131,799
(2,967)
3,711
(11,035)

881,363
(9,743)
(179,982)

691,638
2019
$ 711,546
323,026
4,809
4,055
12,472

(6,506)

(2,385)

(380,860)

(885)
-
1,364

(1,064)
21,714
480

(77,463)

58,310

(519)
(36,430)

127,600

(12,722)

-
(73,645)
161,808
77,119

1,228
(538)

(6,333)
906,181

(12,721)

(49,466)

843,994
(Continued)
  • 9 -

TXC CORPORATION

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

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of financial assets at fair value through other
comprehensive income

Purchase of financial assets at amortized cost
Proceeds from sale of financial assets at amortized cost
Acquisition of associates
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Payments for investment properties
Decrease in refundable deposits
Payments for intangible assets
Increase in prepayment for equipment
Interest received
Dividend received from associates
Other dividends received

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Proceeds from guarantee deposits received
Payments for right-of-use assets
Dividends paid to owners of the Company
Other changes in capital surplus

Net cash generated from (used in) financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2020
$ 165,952

(439,928)
14,254
(9,877)
(730,344)
5,976
(544)
-
(9,671)
(23,215)
4,540
491,890
18,505

(512,462)

523,461
300,000
-

(2,744)
(3,125)
(774,393)
1,428

44,627

4,075

227,878
672,110

$ 899,988
2019
$ 241,715

(43,052)
68,946

(67,083)

(299,849)
1,923

-
(1,500)

(8,331)

(38,330)
7,507
20,447

2,385

(115,222)
3,525
1,400,000
(1,396,875)

-

(2,857)

(619,514)

1,617

(614,104)

-
114,668

557,442
$ 672,110

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

(Concluded)

  • 10 -