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UIS Annual Report 2020

Dec 13, 2021

52058_rns_2021-12-13_81dba61c-c199-4f90-9a57-147d16c147f5.pdf

Annual Report

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Stock Code: 2404

漢唐集成股份有限公司 UNITED INTEGRATED SERVICES CO., LTD.

2020

Annual Report

Printed on April 15, 2021

The contents of this annual report and related information of the Company can be found on the following websites: Market Observation Post System: http:// mops.twse.com.tw Website of the Company: http://www.uisco.com.tw

I. Spokesperson and acting spokesperson of the Company

Name: Benny Chen Name: Benny Chen Job Title: President Job Title: President Tel.: (02)2917-4060 Tel.: (02) 2917-4060 E-mail: [email protected] E-mail: [email protected] II. Address and telephone number of the head office and the Construction Office 1. Address of the head : 6th Floor, No. 297, Section 6, Roosevelt Road, Taipei office City (02) 8663-6103 2. Xindian Business Center : 5th Floor, No. 3, Lane 7, Baoqiao Road, Xindian District, New Taipei City Tel. : (02) 2917-4060 3. Hsinchu Construction : No. 43, Alley 19, Lane 452, Baoshan Road, Hsinchu Office City Tel. : (03) 578-2125 4. Taichung Construction : No. 101-6, Yonghe Road, Daya District, Taichung City Office Tel. : (04) 256-92634 5. Tainan Construction : No. 523 Xingnong Road, Shanhua District, Tainan Office City Tel. : (06) 581-0129

II. Address and telephone number of the head office and the Construction Office

III. Stock service office

Name: Taishin International Bank - Share Administration Agency

Address: B1, No. 96, Section 1, Jianguo North Road, Zhongshan District, Taipei City Website: http://www.taishinbank.com.tw

Tel.: (02) 2504-8125

IV. Certified Public Accountant in the most recent year

CPAs: Tsunglin Li and Tzuhui Li

Name of CPA Firm: KPMG in Taiwan

Address: 68th Floor, No. 7, Section 5, Xinyi Road, Taipei City Website: http://www.kpmg.com.tw

Tel.: (02) 8101-6666

V. Name of offshore stock exchange and information inquiry method: None

VI. Company website: http://www.uisco.com.tw

Table of Contents

Table of Contents Table of Contents
One. To Shareholders 5
I. Business report 7
II. The 2021 Business Plan Summary 9
Two. **Company profile ** 10
Three. Corporate governance report 25
I. Company organization 25
II. Director and key manager information 28
III. Corporate governance operation of TWSE/GTSM Listed Companies 44
IV. CPA information 89
V. Information on CPA replacement 91
VI. The Company’s chairman, president, and finance officer or accounting manager who
has worked for the CPA firm or its affiliates within the year 92
VII. Changes in shareholdings of directors, managers, and major shareholders 93
VIII. Data of top-ten shareholders as related party 94
IX. Comprehensive shareholding ratio 96
Four. Fundraising status 97
I. Capital stock and shareholdings 97
II. Corporate bond 106
III. Preferred stock shares 106
IV. Overseas depositary receipt 106
V. Employee stock warrant 106
VI. Merger or acquisition and transfer of shares from other company with new stock shares
issued 106
VII. Fund utilization plan 106
Five. **Operation overview ** 107
I. Business operation 107
II. Market and production and sales overview 109
III. Staff information for the last two years and as of the annual report printing date 114
IV. Environmental expenditure information 114
V. Labor Relations 115
VI. Important contracts 118
Six. Financial overview 123
I. Condensed balance sheet and consolidated income statement for the last five years 123
II. Analysis of financial data for the last five years 128
III. Audit Committee Audit Report for the most recent year 131
IV. Independent Auditor’s Report and financial report for the most recent year 131
V. The audited financial report of the subsidiaries in the most recent year 131
VI. The impact of the financial difficulty, if any, of the Company and its affiliates on the
Company in the most recent year and as of the annual report printing date should be
illustrated 131
Seven. Review and analysis of financial conditions and operating results and risk issues 132
I. Financial conditions 132
II. Financial performance 133
III. Cash flow 134
IV. The impact of major capital expenditures on financial operations in the most recent
year 134
V. Investment policy, the main reason for its profit or loss, and improvement plan in the most recent
year, and investment plan for next year 134
VI. Risk management, analysis, and evaluation 136
VII. Other important matters 142
Eight. Special notes 143
I. Information on the affiliates 143
II. Private placement of securities arranged in the most recent year and as of the annual
report printing date 146
III. The Company’s stock shares held or disposed of by the subsidiaries in the most recent
year and as of the annual report printing date 146
IV. Other necessary supplementary notes 147
Nine. The occurrence of the events that have significant impact on shareholders’ equity or 147
securities price as stipulated in Section 2, Paragraph 2, of Article 36 of the Act in the
most recent year or as of the annual report printing date should be itemized for
illustration:
Appendix A The 2020 Independent Auditor’s Report and Financial Report of UNITED 148
INTEGRATED SERVICES CO., LTD.
Appendix B The 2020 Subsidiary Financial Report of UNITED INTEGRATED SERVICES CO., 232
LTD. audited by public auditor

To Shareholders

Dear Shareholders, Ladies, and Gentlemen:

With the active efforts of all colleagues and the support of all shareholders, the Company’s overall consolidated operating VIII in 2019 reached a total of NT$35.83 billion, and the net income before tax reached NT$5.081 billion.

The 2021 Operational Outlook

(I) Business goals

The markets in Mainland China and Singapore remained unchanged in 2020, with a decrease in revenue to 6% from 19.5% in 2019. However, the overall revenue growth is still significant because the Taiwan market is growing greatly.

While the overseas market remained slow in 2021, the Taiwan market remained strong. However, due to the very large revenue recognized from the clients of Micron in 2020, the revenue grew significantly in that year. Therefore, we expect that 2021 will still be a very good year, but the revenue will be lower than 2020. We expect to reach a new high in 2022.

(II) Management policy and development strategy

For the purpose of the Company's long-term management and development, the Company will strengthen the internal management and also upgrade its competitiveness in cost, quality and technology significantly. Meanwhile, the Company will train more staff in the cross-strait and introduce related system elites. Especially, the Company needs to strengthen its business in Mainland China to prepare for the business growth in Mainland China. At present, in the Company’s professional field, although the revenue and competitiveness have been ahead of the peers, the Company will strive to enhance its operation this year and improve the construction method to reduce costs and increase profitability in order to increase market share and keep the competitors in the distance. In terms of products, the wireless security monitoring system department has achieved considerably, but research and development and business development must be further deepened.

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(III) External competition, regulatory environment, and overall business environment impact

The Company's market share in the high-tech industry of Taiwan is increasing year by year, and the Company's competitors with scale and competitiveness are very limited. In the market of Mainland China, the competitors include the local companies, and peers from Taiwan and foreign countries. Therefore, the competition is considered more intensive in the market of Mainland China. However, the Chinese market is relatively large. The Company is a first-class brand with a competitive advantage comparing to the competitors. Therefore, the Company still has certain advantages to compete in the Chinese market.

The Company has developed the market in Singapore successfully in the past few years. This can help the Company's future development very much.

UNITED INTEGRATED SERVICES CO., LTD.

Chairman C.S. Chen

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I. Business report

(I) The 2021 business plan implementation results

  1. Business overview

The Company’s annual operating income reached NT$ 35,836,642 thousand, and the net income before tax reached NT$ 5,081,802 thousand through the active efforts of all colleagues.

  1. Operational outlook

Current goal

  • Strengthen professional investment and improve engineering quality, safety management, and customer service to become a world-class company.

  • Actively recruit and cultivate talents, expand production capacity, and speed up the deployment of management succession.

  • Reduce costs and increase efficiency to increase competitiveness.

  • Strengthen the deployment of water and air pollution prevention and energy conservation.

(II) Financial income and expense and profitability analysis

The 2020 financial income and expense and profitability analysis

  1. Financial structure analysis Liability to asset ratio =62.47% Long-tern fund to fixed assets ratio = 1283.67%

  2. Solvency analysis Current ratio = 140.70% Quick ratio =126.93%

  3. Profitability analysis

Ratio of return on total assets = 16.35% Ratio of return on shareholders’ equity = 43.32% Profit ratio = 11.42% Earnings per share = 21.16

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  • (III) Research and development overview

  • Wireless home security system development

    • The mass production of this wireless product has been completed with orders received from customers in the home security industry. This product complies with international standards (WIFI and ZIGBEE) and passes international certification; also, it is safe and reliable with a number of design patents received. The Company will continue to research and develop innovative products.

    • ◎Radar detects an elderly in case of a fall

      • Teaming up with National Taiwan University focusing mmWave 60GHz on being easily installed toward fall detection and humanoid positioning.
    • ◎180-degree penetration and displacement detector

      • Volume production for wireless conversion boxes in coordination with major international door lock manufacturers to be connected to United Integrated Services (UIS) host for cloud control. We entered volume production and shipment the present month.
  • Shock-resistant cleanroom ceiling system

    • The development of this ceiling system is mainly cleanrooms in the high-tech industry. When a strong earthquake occurs, the ceiling system is not damaged. The design of this product has met the US AC156 standards with strong earthquake resistance >0.9g and passed the test of the National Earthquake Center and the relevant certifications of primary customers.
  • Efficient energy-saving air scrubber

    • The efficient energy-saving air scrubber is mainly developed for the cleanroom air intake system of high-tech industry. The low liquid-gas ratio and high efficiency of >95% or <1ppb scrubbing efficiency is with the certification of major customers.

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II. The 2021 business plan overview

  • (I) Management policy

For the purpose of the Company's long-term management and development, the Company will strengthen the internal management and also upgrade its competitiveness in cost, quality and technology significantly. Meanwhile, the Company will train more staff in the cross-strait and introduce related system elites. Especially, the Company needs to strengthen its business in Mainland China to prepare for the business growth in Mainland China. At present, in the Company’s professional field, although the revenue and competitiveness have been ahead of the peers, the Company will strive to enhance its operation this year and improve the construction method to reduce costs and increase profitability in order to increase market share and keep the competitors in the distance. In terms of products, the wireless security monitoring system department has achieved considerably, but research and development and business development must be further deepened.

(II) Business Goals

The markets in Mainland China and Singapore remained unchanged in 2020, with a decrease in revenue to 6% from 19.5% in 2019. However, the overall revenue growth is still significant because the Taiwan market is growing greatly.

While the overseas market remained slow in 2021, the Taiwan market remained strong. However, due to the very large revenue recognized from the clients of Micron in 2020, the revenue grew significantly in that year. Therefore, we expect that 2021 will still be a very good year, but the revenue will be lower than 2020. We expect to reach a new high in 2022.

  • (III) Important Production and Marketing Policies

Here at the Company, we, as always, have been focusing on the high-tech plant business for more than two decades. Amidst the cutthroat competition within the counterpart firms in the same industry, we have come out as relatively more outstanding. Further coupled with the rapid boom in the high-tech industry in recent years, our Company has been growing at a satisfactory pace. On the other hand, nevertheless, where our business has been excessively concentrated, we have been under both advantage and disadvantage. For a sound long-term development for our Company, we shall focus on developing the environmental protection and energy industry in the days and years ahead. Through such efforts, we hope to build another sound support point for our Company.

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Two. Company profile

I. Date of establishment: September 13, 1982

II. Company history:

The Company was incorporated on September 13, 1982. The Company was founded as United Technology Engineering Co., Ltd., with a capital stock of NT$5.1 million. It is engaged in the construction and installation of power transmission and distribution, electrical machinery, electrical appliances, computers, and communication equipment.

Based on the business philosophy of pursuing perfection and refinement, in just a few years, the Company has become the finest computer engineering professional group in Taiwan with eminent achievement in performance and professional technology achieved. In addition, the business scope has gradually expanded to large hydropower air-conditioning and plant construction engineering with a good reputation of trustworthy, service, and professional quality established through these large-scale projects. The business continues to grow. The Company was named “United Information Co. Ltd.” in March 1990. In addition, the merger process with Xinlian System Co., Ltd. was completed in November 1990, becoming the one and only modern technology system integration company in Taiwan for integrated large-scale electrical/mechanical engineering, cleanroom, computer, communication, and control systems. The pragmatic management team, perfect organization planning, and abundant professional talents make the Company’s business continue to grow. The Company has become the first professional organization in the country for the integration of domestic semiconductor factories and the integration of computer communication and control systems.

The Company has based development on the technology and professionalism. It advertises the spirit of first-class technology and service. It has laid a good business foundation over more than a decade and has more than 800 employees on the payroll who are mostly professional technical personnel in related fields. The Company was renamed as “UNITED INTEGRATED SERVICES CO., LTD.” in May 2002 and merged Taichun Technology Company in July 2003 with a capital stock of NT$1,905,866,980 currently. The Company’s consolidated turnover reached NT$358.3 billion with a stable profitability maintained. The Company is now steadily moving towards more ambitious operational goals.

  1. The chronicles of the Company:

  2. . September 1982: Former United Technology Engineering Co., Ltd. was established with a capital stock of NT$5.1 million. The Company, in the early days of its establishment, was mainly engaged in the computer engineering business.

  3. . April 1984: The office at Sec. 4, Nanjing East Road, Taipei City was acquired.

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  • . August 1985: A capital increase for an amount of NT$10 million and the capital amounted to NT$15.1 million in order to enrich operating funds.

  • . August 1987: A capital increase for an amount of NT$40 million and the capital amounted to NT$55.1 million in order to support the expansion of business operation.

  • . July 1988: A capital increase for an amount of NT$30 million and the capital amounted to NT$85.1 million in order to increase the business of refrigeration, air-conditioning engineering, and transportation system engineering, buildings, factories, and environmental monitoring systems engineering.

  • . November 1988: Kaohsiung office was acquired to expand business and services in Southern Taiwan.

  • . September 1989: Signed a contract with Winbond Electronics Corp. for the utilities and air conditioning project of VLSI Plant I, which was the first large contract of the Company engaging in the semiconductor plant construction project; and subsequently signed contracts with semiconductor plants in the Science Park, such as, Macronix International Co., Ltd., Acer Semiconductor Mfg. Inc., and Taiwan Semiconductor Manufacturing Company (TSMC) , which helped lay a good foundation for the Company’s integration with the semiconductor industry later.

  • . December 1989: The Office at the 1F, Baoqiao Road, Xindian was acquired.

  • . March 1990: The Company was renamed as “United Information Co. Ltd.”

  • . July 1990: The office at Fuxing North Road, Taipei City was acquired as the business place of the sales department.

  • . November 1990: The Office at the 5F, Baoqiao Road, Xindian was acquired.

  • . November 1990: Merged Xinlian System Co., Ltd. and the Company’s capital was increased to NT$140.6 million, and the business scope was extended to large-scale electrical/mechanical engineering and system integration projects. In terms of system integration services, the Company gained further developmental strength with the expertise and strength of the two companies.

  • . July 1991: Signed a contract with Winbond Electronics Corp. for the hydropower air conditioning control and auxiliary equipment of the semiconductor Plant II new construction project, which was the largest semiconductor factory project undertaken by the Company over the years.

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  • . August 1991: Signed a contract with the Department of Urban Development, Taiwan Provincial Government for the instrument control system construction project Stage 1 of Bali Wastewater Treatment Plant, which was the largest instrument control system project undertaken by domestic manufacturers; also, enhanced the Company’s design and construction capabilities in large-scale instrument control systems.

  • . August 1991: Signed a contract with the Railway Construction Office, MOTC for the telecom engineering of Taipei Metropolitan Railway Underground Soong-Yen Project, which was the first tunnel communication project undertaken by domestic manufacturer.

  • . November 1991: A capital increase for an amount of NT$30.4 million and the total capital of the Company amounted to NT$171 million.

  • . August 1993: Signed a contract with the Freeway Bureau, MOTC for the traffic control system of the Xizhi-Wugu freeway expansion, which was the first large-scale traffic control system project independently built by domestic manufacturer.

  • . April 1994: Signed a contract with TSMC for the electrical/mechanical engineering system integration project of Plant III, which was the largest semiconductor plant construction project undertaken by the Company over the years.

  • . September 1994: Purchased the products and equipment of Chaoming Technology Co., Ltd., expanded the scale of product business, and increased the domestic and international sales of uninterruptible power system.

  • . March 1995: Acquired the real property at 1F, No. 1, Lane 7, Baoqiao Road, Xindian for the construction of the plant at Baoqiao Road, Xindian in order to expand the UPS production capacity to reach NT$600 million per year.

  • . March 1995: Signed a contract with Taiwan Tobacco and Liquor Corporation for the instrument control system project of Chiayi Winery Stage 2, which again helped demonstrate the Company’s capabilities in large-scale instrument control systems.

  • . May 1995: The capitalization of cash and earnings was approved by the Securities and Exchange Commission; also, the Company was approved as a public offering company.

  • . May 1995: Signed a contract with China Commercial Bank for its utility and computer connection system inside the information building at Fuzhou Street, which was the largest utility engineering project in banking industry

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undertaken by the Company.

  • . August 1995: The capitalization of cash and earnings was completed for an amount of NT$251.3 million and the Company’s capital amounted to NT$422.3 million.

  • . November 1995: Signed a contract with Acer Construction Co., Ltd. for the utility and firefighting project of Powerchip Semiconductor Factory, which was a project of foreign company undertaken by the Company again.

  • . January 1996: Signed a contract with TSMC for the utilities and air conditioning project of Plant IV after the successful completion of the engineering project of Plant III, which showed the confidence of customers in the Company.

  • . January 1996: Signed a contract with TAKASAGO THERMAL ENGINEERING CO., LTD. again for the CUB project of Winbond Electronics Co., Ltd. It indicated that the service and capabilities of the Company had been well recognized by foreign companies.

  • . January 1996: Signed a contract with Macronix International Co., Ltd. again for the central air conditioning project of its Plant II to continue the pleasant cooperation experience.

  • . February 1996: Signed a contract with Showa Denko HD Trace Corp. for the cleanroom construction project, which was a new era for the domestic manufacturer to complete the construction of cleanroom independently.

  • . April 1996: Signed a contract with Showa Denko HD Trace Corp. again for the construction of cleanroom Stage 2.

  • . June 1996: At the same time, signed a contract with Showa Denko HD Trace Corp. for the construction of the utilities and air conditioning in the cleanroom and entire system integration project.

  • . August 1996: Signed a contract with TECO Co., LTD. for the plant construction of SHIN-ETSU HANDOTAI TAIWAN CO., LTD.

  • . August 1996: Signed a contract with Winbond Electronics Corp. again for the utilities and air conditioning project of Plant IV.

  • . September 1996: The capitalization of earnings was completed and the capital amounted to NT$506.76 million.

  • . March 1997: Due to the booming development of telecommunications industry in Taiwan, the Company had also engaged in the station construction of Taiwan Mobile, and had received a telecom station construction project for an amount of around NT$400 million.

  • . April 1997: Signed a contract with Macronix International Co., Ltd.

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  • again for the MEP project in the basement of the headquarters building.

  • . May 1997: Signed a contract with Commonwealth again for the AMPI cleanroom construction project.

  • . May 1997: Completed the capitalization of earnings and the capital amounted to NT$608,111,100.

  • . August 1997: Signed a contract with Taikisha Ltd. for the BP-8.BP-9 electrical/mechanical engineering project.

  • . September 1997: Signed a contract with WSMC for the installation of the 8’ wafer CUB, MEP1, and MEP2 electrical/mechanical engineering, and cooperated with Huaxin Engineering Co., Ltd. to complete the contract.

  • . September 1997: Signed a contract with Analog Technology Inc. for the construction of a new plant.

  • . January 1998: Signed a contract with Macronix International Co., Ltd. for the construction of the new head office building.

  • . February 1998: The Company’s stock was officially traded at Taipei Exchange.

  • . March 1998: Signed a contract with T&T Consulting Services, Inc. for the construction of the utilities and air conditioning project Stage 2.

  • . May 1998: Signed a contract with TSMC for the construction of Plant 6 in Tainan Science Park.

  • . May 1998: Completed the capitalization of earnings and employee bonus and the capital amounted to NT$769,297,420.

  • . June 1998:

  • The Product Division officially became a subsidiary of the Company, Ablerex Electronics Co., Ltd.

  • . August 1998: Completed the capitalization of cash and the capital amounted to NT$899,297,420.

  • . October 1998:

  • Signed a contract with Chi Mei Optoelectronics Corporation for the construction of a cleanroom.

  • . December 1998: Signed a contract with Chantek Electronic Co., Ltd. for the construction of Plant III.

  • . February 1999: Signed a contract with HannStar Display Corporation (HannStar) for the construction of the FAB factory cleanroom and the plant-wide electrical/mechanical engineering computer monitoring system integration project.

  • . December 1999: Signed a contract with Continental Engineering Corporation for the construction of Taipei Metro Rapid Transit System Engineering CD 550 project (utilities and Environmental Control Engineering).

  • . December 1999: Signed a contract with HannStar Display Corporation for

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the construction of FAB Plant II.

  • . February 2000: Signed a contract with T&T Consulting Services, Inc. for the construction of the MEP project of Longtan Plant II.

  • . February 2000: Signed a contract with Continental Engineering Corporation for the construction of Taipei Metro Rapid Transit System Project CD 550 (except for the utilities and environmental control projects).

  • . March 2000: Signed a contract with Quanta Display Inc. for the construction of the cleanroom at its Linkou Plant.

  • . April 2000: Traded at Taiwan Stock Exchange

  • . August 2000: Signed a contract with Global Communication Technology Corp. for the construction of a cleanroom.

  • . September 2000: Signed a contract with SEEDNet for the construction of its Neihu computer center.

  • . September 2000: Signed a contract with TSMC for the construction of TSMC FAB12 MEP project.

  • . October 2000: Signed a contract with TSMC for the construction of TSMC FAB14 MEP project.

  • . November 2000: Signed a contract with TSMC for the construction of TSMC Plant 14 cleanroom.

  • . February 2001: Signed a contract with HannStar Display Corporation for the construction of FAB II design change project.

  • . February 2001: Signed a contract with Kopin Corp. for the construction of the electrical/mechanical engineering project.

  • . May 2001: Signed a contract with Macronix International Co., Ltd. for the construction of the MXIC FAB3 MEP PROJECT.

  • . August 2001: Signed a contract with Episil Technologies Inc. for the construction of the electrical/mechanical engineering and cleanroom.

  • . October 2001: Signed a contract with Grace Semiconductor Co., Ltd. for the construction of the new plant in Shanghai.

  • . December 2001: Signed a contract with TSMC for the construction of the F12 MEP FOR OFFICE 1-6F project.

  • . December 2001: Signed a contract with Continental Engineering Corporation for the construction of the Taipei Metro Rapid Transit System CD315 communication system project.

  • . March 2002: Signed a contract with Quanta Display Inc. for the construction of Plant II.

  • . April 2002: Signed a contract with TSMC for the construction of TSMC 14 ME project.

  • . July 2002: Signed a contract with AU Optronics Corp. (AUO) for the construction of its LCA plant.

  • . July 2002: Signed a contract with AUO for the construction of the

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CATPRJECT project.

  • . August 2002: Signed a contract with TSMC for the construction of TSMC FAB12 MEP expansion project.

  • . August 2002: Signed a contract with TSMC for the construction of TSMC12 H/Q MEP&OFFICE MEP7-9F project.

  • . September 2002: Signed a contract with Chi Mei Optoelectronics Corporation for the construction of the FAB3 CF C/R project.

  • . October 2002: Signed a contract with AUO (Suzhou) for the construction of the FAB I CELL Plant.

  • . November 2002: Signed a contract with HannStar Display Corporation for the construction of HannStar FABIII Stage 1 cleanroom project.

  • . November 2002: Signed a contract with Quanta Display Inc. for the construction of the LINE IIIUTILITY PACKAGE.

  • . November 2002: Signed a contract with HannStar Display Corporation for the construction of HannStar FABIII MEP project.

  • . March 2003: Signed a contract with HannStar Display Corporation for the construction of HannStar FABIII 30K HOOK UP project.

  • . March 2003: Signed a contract with Coretronic Corporation for the construction of its Zhunan Plant Stage 2.

  • . April 2003: Signed a contract with HannStar Display Corporation for the construction of its FAB3 color Filter cleanroom project.

  • . June 2003: Signed a contract with TSMC for the construction of TSM12 SUPPORT 1F C/R project.

  • . August 2003: Signed a contract with HannStar Display Corporation for the construction of its FAB3 color Filter project.

  • . August 2003: Signed a contract with HannStar Display Corporation for the construction of its FAB3 color Filter project.

  • . November 2003: Signed a contract with HannStar Display Corporation for the construction of its C/R CELL A LINE project of Plant III.

  • . November 2003: Signed a contract with HannStar Display Corporation for the construction of its FAB project of Nanjing Plant IIIIII.

  • . December 2003: Signed a contract with HannStar Display Corporation for the construction of PHASE II HOOK UP project of HanStar Plant III.

  • . December 2003: Signed a contract with TSMC for the construction of TSM14 HOOK UP3K Turn-key Package.

  • . January 2004: Signed a contract with Quanta Display Inc. for the construction of Dawei QDS LCM Fab F3 project.

  • . January 2004: Signed a contract with Chi Mei Optoelectronics

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Corporation for the construction of its FAB4 plant LCD/CR project.

  • . January 2004: Signed a contract with AUO for the construction of its Tango M10 C/R project.

  • . February 2004: Signed a contract with HannStar Display Corporation for the construction of its FAB3 PHASE project of Plant IIIIII.

  • . March 2004: Signed a contract with Quanta Display Inc. for the construction of its QDI’s TFT-LCD Fab Line3 Project.

  • . July 2004: Signed a contract with HannStar Display Corporation for the construction of its FAB IV TFT-LCD project.

  • . July 2004: Signed a contract with ProMOS Technologies Inc. (ProMOS) for the construction of its FAB III MEP project.

  • . September 2004:

  • Signed a contract with AUO for the construction of its Lephant project of Taichung Plant Stage 1.

  • . September 2004: Signed a contract with Quanta Display Inc. for the construction of its QDI LINEII 75K expansion project.

  • . December 2004: Signed a contract with Winbond Electronics Co., Ltd. for the construction of the cleanroom of the plant in Central Taiwan Science Park.

  • . January 2005: Signed a contract with Formosa Petrochemical Corporation for the construction of North-South Instrument and Power Turnkey Project of No. 6 Naphtha Cracker.

  • . March 2005: Signed a contract with ChipMOS Technologies (Shanghai) Inc. for the construction of its electrical and mechanical renovation project.

  • . October 2005: Signed a contract with Chi Mei Optoelectronics Corporation for the construction of the CLEAN ROOM PACKAGE of Plant V.

  • . November 2005: Signed a contract with ChipMOS for the construction of its 1.2.4F electrical and mechanical engineering, air conditioning, and renovation project of Chubei Plant.

  • . December 2005: Signed a contract with ChipMOS for the construction of its T-B building in Southern Taiwan Science Park.

  • . January 2006: Signed a contract with AUO for the construction of its Taichung B11 cleanroom project.

  • . February 2006: Signed a contract with Chi Mei Optoelectronics Corporation for the construction of its CMO CLEANROOM PROJECT (Stage 1 + Stage 2).

  • . April 2006: Signed a contract with Powerchip Semiconductor Inc. for the construction of its FAB 12M C/R reconstruction project.

  • . May 2006: Signed a contract with TSMC for the construction of its FAB14 41K HOOK UP ENGINEERING project.

  • . May 2006: Signed a contract with TSMC for the construction of its

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TAMC12 PHASE 3B PROJECT.

  • . June 2006: Signed a contract with ChipMOS for the construction of electrical and mechanical project of its T-B building.

  • . August 2006: Signed a contract with ProMOS Technologies Inc. for the construction of its FAB14 MEP M10 electrical and mechanical engineering project.

  • . October 2006: Signed a contract with Chi Mei Optoelectronics Corporation for the construction of its CMO FAB6 cleanroom project.

  • . October 2006: Signed a contract with Powerchip Semiconductor Inc. for the construction of its PSC 12C cleanroom project.

  • . October 2006:

  • Signed a contract with TSMC for the construction of its FAB14 P3 MEP+FP PACKAGE.

  • . January 2007: Signed a contract with ChipMOS for the construction of its cleanroom electrical and mechanical project.

  • . February 2007: Signed a contract with ChipMOS for the construction of its cleanroom expansion project at 4F of Chubei Plant.

  • . April 2007: Signed a contract with TSMC for the construction of its F14 P2 61.3K HOOK UP project.

  • . July 2007: Signed a contract with Tripod Technology Corporation (Wuxi) for the construction of the cleanroom air conditioning and processing project of its PCB Plant V.

  • . July 2007: Signed a contract with Rexchip Electronics Corp. for the construction of its PHASE II main power line project of R1 Plant.

  • . August 2007: Signed a contract with Winbond Electronics Co., Ltd. for the construction of its FAB6 B cleanroom project.

  • . August 2007: Signed a contract with Rexchip Electronics Corp. for the construction of its FAB R1 PHASE II cleanroom project.

  • . August 2007: Signed a contract with TSMC (Shanghai) for the construction of its F10 P2 MEP PACKAGE.

  • . September 2007: Signed a contract with Century Technology (Shenzhen) Co., Ltd. for the construction of its cleanroom system of Shenzhen Plant 1.

  • . December 2007: Signed a contract with InfoVision Optoelectronics (Kunshan) Co., Ltd. for the construction of its 110K main system project expansion.

  • . January 2008: Signed a contract with TSMC for the construction of its F14 P2 HOOK UP project.

  • . January 2008: Signed a contract with Yi-Chong Technology (Suzhou) for the construction of its utilities and air conditioning and factory system piping project.

  • . February 2008: Signed a contract with Century Technology (Shenzhen) Co., Ltd. for the construction of its purification system - H1

~ 18 ~

project of module plant 1.

  • . March 2008: Signed a contract with Century Technology (Shenzhen) Co., Ltd. for the construction of a general power project.

  • . March 2008: Signed a contract with AUO for the construction of its Taichung Plant M12 cleanroom project.

  • . March 2008: Signed a contract with Innolux Corporation for the construction of its T2 C/F cleanroom project.

  • . March 2008: Signed a contract with AUO for the construction of electrical and mechanical project of its Hsinchu DAWN plant.

  • . April 2008: Signed a contract with TSMC for the construction of its F12 P4 – MEP, FP, C/R, and VE projects.

  • . May 2008: Signed a contract with Century Technology (Shenzhen) Co., Ltd. for the construction of its craft production equipment pipeline project in K1 area.

  • . May 2008: Signed a contract with TSMC for the construction of its F12 P4 -PX PACKAGE.

  • . July 2008: Signed a contract with Jiangsu Best Company for the construction of thin film solar cell production project.

  • . July 2008: Signed a contract with Tatung Company for the construction of the L2 UP 120K project C/R modification engineering of Chunghwa Picture Tubes, Ltd.

  • . August 2008: Signed a contract with Rexchip Electronics Corp. for the construction of FAB R2 PCW, C/R, CHILLER PLANT and R2 power mainline projects.

  • . October 2008: The “Non-contact IR dry-eye diagnostic system” won the “Industry Innovation Achievement Award” from the Ministry of Economic Affairs in 2008.

  • . June 2009:

  • Signed a contract with TAIWAN POLYSILICON CORPORATION for the construction of its PSS PROJECT C/R engineering.

  • . June 2009: Signed a contract with Inotera Semiconductor Inc. for the construction of its stacking process HOOK UP project.

  • . August 2009: Signed a contract with AUO for the construction of its power MEP project of AUO Chin-Shen Plant.

  • . September 2009: Signed a contract with AUO for the construction of AUO L8B MEP project.

  • . September 2009: Signed a contract with TSMC for the construction of F12 P4 MEP C/R ELE PACKAGE STAGE 2 project.

  • . December 2009: Signed a contract with TSMC for the construction of F14 AY CODE N65 82 machines installation project.

  • . December 2009: Signed a contract with AUO for the construction of AUO L8B M&E project of the new plant.

  • . January 2010 Signed a contract with TSMC for the construction of

~ 19 ~

TSMC FAB 12 P5 project.

  • . January 2010 Signed a contract with TSMC for the construction of TSMC F14 P3 2010 N4&N65 HOOK UP project.

  • . April 2010 Signed a contract with TSMC for the construction of TSMC F14 P4 LEAROOM & CAS PACKAGE.

  • . April 2010 Signed a contract with TSMC for the construction of TSMC F14 MEP&FIRE PROTECTION&PX PACKAGE.

  • . April 2010 Signed a contract with TSMC for the construction of TSMC F14 P4 PX PACKAGE.

  • . May 2010 Signed a contract with TSMC for the construction of TSMC F14 N65 BK CODE 103 machines installation project.

  • . June 2010 Signed a contract with ChipMOS for the construction of its TB building 3F C/R expansion and TA building 2F C/R expansion.

  • . August 2010 Signed a contract with TSMC for the construction of TSMC 12 P5 EBO project.

  • . August 2010 Signed a contract with TSMC for the construction of TSMC 12 P2 HPM B1F CR project.

  • . August 2010 Signed a contract with ChipMOS for the construction of its 5F expansion of Chubei Plant.

  • . October 2010 Signed a contract with TSMC for the construction of TSMC F15 P1 MEP&PX PACKAGE project.

  • . October 2010 Signed a contract with TSMC for the construction of TSMC F14 P4 HOOK UP 180 Project.

  • . November 2010 Signed a contract with TSMC for the construction of TSMC SOLAR PROJECT PHASE 1 MEP PACKAGE.

  • . December 2010 Signed a contract with TSMC for the construction of TSMC F15P1 C/R WBS project.

  • . January 2011 AUO Singapore L4B CLEANROOM EXPANSION

  • . January 2011 Signed a contract with Qualcomm Taiwan Corporation for the construction of its new plant.

  • . February 2011 Signed a contract with TSMC for the construction of TSMC F14 P3 OFFICE 3F WAT C/R project.

  • . February 2011 AUO GRC MEP project

  • . March 2011 AUO Crystal Corp. Taichung Port Processing Export Zone Phase I Plant Electrical and Mechanical Engineering project

  • . April 2011 AUO Crystal Corp. Chung-Kong C/R construction project

  • . August 2011 TSMC F15 P2 MEP

  • . August 2011 TSMC F15 P2 CLEANROOM SYSTEM

~ 20 ~

  • . September 2011

  • The cancellation of the treasury stock for a capital decrease of NT$35,890,000 and the total pain-in capital of the Company amounted to NT$2,474,833,730.

  • . November 2011 TSMC F15 P6 C/R PACKAGE STAGE-1

  • . December 2011 The cancellation of the treasury stock for a capital decrease of NT$92,500,000 and the total pain-in capital of the Company amounted to NT$2,382,333,730.

  • . March 2012 TSMC F12 P6 C/R STAGE-2

  • . March 2012

  • TSMC F15 P2 LAYOUT project

  • . April 2012

  • TSMC F15 P3 MEP project

  • . May 2012 TSMC F15 P3 CLEANROOM project

  • . May 2012

  • TSMC F6 BUMPPING project

  • . May 2012 TSMC F12 P6 CCD EXPANSION-EDC2 F12 P4 SITE project

  • . June 2012

  • TSMC F12 P6 CCD EXPANSION-F8 DC1 project

  • . August 2012 TSMC F14 OFFICE TESTING CLEANROOM AND UTILITY PACKAGE

  • . September 2012 TSMC F15 P4 MEP Engineering Stage 1

  • . October 2012

  • TSMC F14 P5 MEP PACKAGE

  • . October 2012

  • TSMC F15 P4 CLEANROOM project

  • . October 2012 TSMC FAB14 P5 FAB ARER CLEAN ROOM project

  • . January 2013 TSMC F14 POWER HOOK UP project

  • . January 2013 TSMC F4 HOOK UP EXHAUST, CAP, FILTER project

  • . March 2013 TSMC F14 P6 PX PACKAGE

  • . April 2013 TSMC F14 P6 MEP PACKAGE

  • . April 2013 TSMC F14 P6 CLEAN ROOM PACKAGE

  • . November 2013 TSMC F14 P6 POWER HOOK UP addition engineering project

  • . August 2013 Universal Scientific Industrial (Shanghai) Co., Ltd. Production Plant 1&2F Cleanroom & Interior Decoration project

  • . October 2013 China Electronics Panda Crystal Technology Corporation (Nanjing) new cleanroom system improvement engineering (+10K) project

  • . September 2013 Universal Scientific Industrial (Shanghai) Co., Ltd. Production Plant 3F Cleanroom project

  • . January 2014 Taiwan Micron R2 25NM 75K CLEANROOM Project (STANGE 1+2)

~ 21 ~

  • . January 2014

  • TSMC F14 OFFIC TESTING C/R AND UTILITY PACKAGE

  • . February 2014 TSMC Xintec new plant electrical and mechanical and cleanroom installation engineering project

  • . April 2014

  • TSMC F14 P7 C/R

  • . June 2014 AUO Singapore L4B POWER MTM project

  • . September 2014 ChipMOS TB Building 4F cleanroom construction project

  • . October 2014 TSMC F12 P7 MEP PACKAGE

  • . November 2014

  • AUO L8B B21 P1 P2 P3 cleanroom expansion project

  • . November 2014

  • TSMC F12 P7 CLEAN ROOM PACKAGE

  • . February 2015 ASE Kaohsiung Plant K22 Plane Plant Construction project

  • . February 2015 Taiwan Micron FAB A2 Base Build Project

  • . January 2016

  • Winbond Electronics MEP+CR

  • . February 2016 TSMC F15 P6 MEP PACKAGE STAGE 1 (EQUIPMENT/LABOR/MATERIAL)

  • . March 2016

  • TSMC F15 P5 MEP PACKAGE (STAGE 1) (UPS)

  • . March 2016 TSMC F15 P6 CR SCAD -TEM- additional engineering by foremen

  • . October 2016

  • Taiwan Micron A2 110S TOTAL GAS SYSTEM (MOR)

  • . November 2016 TSMC CHINA (Nanjing) CLEANROOM PACKAGE -EQ (STAGE 1)

  • . March 2017

  • TSMC F-12 P4 EUV MEP+CR project

  • . October 2017

  • SSMC Expansion project

  • . November 2017 Taiwan Micron -TCP new plant construction

  • . February 2018 SSMC plant new construction project-equipment procurement

  • . February 2018 Taiwan Micron F11 CUB-1B construction

  • . April 2018 TSMC F15P7 C/R PROJECT A

  • .April 2018 TSMC F18 P1 MEP-A PACKAGE

  • .April 2018 TSMC F18 P1 MEP-B PACKAGE

  • .April 2018 TSMC F18 P1 FIRE PACKAGE

  • . May 2018 TSMC F18 P1 C/R

  • . June 2018 Yangtze Memory Technology Corp (YMTC) National Memory Base Project (Phase 1) Equipment Pipeline Import equipment

  • . July 2018 Taiwan Micron Build up for MTB warehouse

~ 22 ~

  • . July 2018 Taiwan Micron A2 E100 expansion project

  • . July 2018 ASE Test, Inc. - ASE Technology Holding Co., Ltd., k22 6F TEST Plant Construction Project

  • . July 2018

  • TSMC-F18P1 EBO construction

  • . August 2018 IQE TAIWAN CORPORATION 3F factory building new TURN-KEY project

  • . December 2018 Initiated a de-capitalization for an amount of NT$476,466,750 to bring the total capital stock to NT$1,905,866,980.

  • . December 2018 AUO Optoelectronics Huaya Plant (AUO FAB L3D/L5D) L3D IJP Project

  • . December 2018

  • TSMC F18 P2 MEP-A PACKAGE

  • . December 2018 TSMC F18 P2 MEP-B PACKAGE

  • . December 2018 TSMC F18 P2 FIRE PACKAGE

  • . December 2018 TSMC F18 P2 PCW PACKAGE

  • . December 2018 TSMC F18 P2 C/R PACKAGE

  • . February 2019

  • . March 2019

  • Advanced Wireless Semiconductor Company Phase II Plant Expansion Project (Buildings A, B, C, D, E, F)-Mechanical and Electrical Contracting Project

  • Taiwan Micron’s Houli New Plant Overall Design Project

  • . July 2019

  • TSMC F15P7 C/R Project B

  • . July 2019

  • TSMC F15 P7 MEP PACKAGE B

  • . October 2019

  • TSMC F18 P3 MEP A PACKAGE

  • . October 2019

  • TSMC F18 P3 MEP B PACKAGE

  • . October 2019

  • TSMC F18 P3 FIRE PACKAGE

  • . November 2019

  • TSMC F18 P3 C/R

  • . January 2020

  • . January 2020

Yangtze Memory Technology Corporation (YMTC) (Phase I) Second-stage Project focusing on the Process Equipment Pipeline Purchase and Installation in Tender B Phase, for Imported Equipment

TSMC F18 P3 EBO CR PACKAGE

  • . April 2020

  • . April 2020

  • Advanced Wireless Semiconductor Company Phase II Expansion Project to add various new clean room (dustfree room) systems

  • Taiwan Micron’s f16 tool install service po-Gas/NG/BA

  • . June 2020

  • TSMC F18 P4 MEP PACKAGE

  • . June 2020 TSMC F18 P4 CLEAN ROOM PACKAGE

~ 23 ~

  • . October 2020 TSMC F18 P4 CLEAN ROOM PACKAGE

  • . November 2020 TSMC RDR1 C/R

  • . November 2020 TSMC F18 P5 CLEANROOM PACKAGE

  • . November 2020 TSMC F18 P5 MEP PACKAGE

  • . January 2021 Procurement of office at 13F, Taiwan Technology Plaza, Qiaohe Road, Zhonghe District, New Taipei City

~ 24 ~

Three. Corporate governance report

I. Company organization

(I) Organization system

  1. Organizational Structure of the Company

==> picture [725 x 351] intentionally omitted <==

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

Shareholders'
meeting
Remuneration Board of Audit
Committee Directors
Meeting Chairman Committee
Audit Office
Chairman Office
President
Occupational Health and Safety
Commission
Logistics Administration President Office Technology Engineering Safety and Health Occupational
Department Department Officer Department Department
Cost Control Center Personnel Office Subsidiary in Singapore DepartmentElectronics Design Office Construction Hsinchu Office Safety OfficeOccupational Finance Office Green Energy Business
Procurement Administration Subsidiary in Optoelectronics Mechanical Construction Taichung Environmental Accounting
Office Office Mainland China Department and Electrical Office Protection Office Office
Research and
Information Center Subsidiary in the U.S. Technical Service Department Development Department Construction Tainan Office Healthcare Office R&DDepartmentElectrical Products
Legal Affair Quality Customer Central District
Engineering
Office Control Center Service Center Service Center
----- End of picture text -----

~ 25 ~

  1. The main job responsibility of each department is summarized as follows:
Department Mainjob responsibility
Audit Office Assist the Company’s personnel to fulfill their job responsibilities and determine the
correctness of their work in order to improve organizationalperformance.
Legal Affair
Office
Assist in the legal affairs related to the business of each department (proposing legal
opinions, contract drafting and review, litigation and non-litigation events, etc.),
drafting and amending the Company’s Articles of Associations, and implementing
other legal matters.
Administration
Office
Take care of general affairs, stock affairs, public relations, information, and other
matters
Personnel Office Responsible for the recruitment, performance evaluation, promotion, benefits,
training,and other matters.
Finance Office Responsible for financial scheduling, cashier, cash budgeting, and other matters.
Accounting Office Responsible for the Company’s accounting operations, tax return filing, cost
calculation,and other matters.
Procurement
Office
Responsible for the execution of the Company’s various requisitions, orders
processing,and documentation management.
Information
Center
Responsible for the computer-related systems, and software and hardware inside and outside
the Company,structureplanning,development,construction,management,and maintenance.
Customer Service
Center
Responsible for business solicitation and customer service.
Engineering
Department
Responsible for the implementation of the system (including special systems)
integration engineering projects.
Technical Service
Depatment
Responsible for the execution of maintenance contracts and warranty services.
Design Office Responsible for the design, integration, and technical support services of all systems
(except special systems)of the Company.
Mechanical and
Electrical
Research and
Development
Department
Responsible for cleanroom related air conditioning, energy, airflow simulation, and
chemical molecular pollution research and development.
Electrical
Products
R&DDepartment
Responsible for the research and development of electrical engineering products, and
assist in handling nonconformities on the worksite.
Optoelectronics
Office
Responsible for the research and development, production, sales and maintenance of
infrared and related optoelectronicproducts,and after-sale service.
Electronics
Department
Responsible for the research and development, production, sales, and maintenance of
wireless monitoring products, and warranty and after-sale service.

~ 26 ~

Occupational
Safety and
Health
Department
Formulate, plan, supervise, and promote safety and health management matters, and
guide the relevant personnel in implementation.
Formulate the Company’s occupational safety and health management plan,
supervise each project to follow the Company’s occupational safety and health
management plan, and audit and guide the implementation of various projects in
compliance with the safetyand health code.
Quality Control
Center
The establishment and continuous update of various quality assurance and reliability
systems, and implement engineering quality control and improvement.
Cost Control
Center
Responsible for the control and supervision of the Company’s project costs.

~ 27 ~

II. Director and key manager information

1.Director information
1.Director information
1.Director information
1.Director information
1.Director information
1.Director information
March30,2021 March30,2021 March30,2021 March30,2021 March30,2021 March30,2021 March30,2021 March30,2021 March30,2021 March30,2021 March30,2021 March30,2021 March30,2021 March30,2021
Job title Nationality
or
Registration
Place

Name
Sex Election
date
Tenure Initial
Election
Date
Shareholding at the
time of election
Current shareholding Current
shareholding of
spouse Female
minor children
Shares held in the
name of others

Experience
(education)

Job position held with the
Compan~~y~~and other
Other managers,
directors, or
supervisors who
are a spouse or
second cousins
Remarks
(Note)
**Shares ** Shareholding
ratio

Shares
Shareholding
ratio

Shares
Shareholding
ratio

Shares
Shareholding
ratio
Job title Name Relationship
Chairman Taiwan C.S. Chen Male 2018.06.12 3 years 1983.02.09 3,628,043
1.52%
2,902,434
1.52%
21,340
0.01%
- - Communications
Engineering
Department of
National Chiao
TungUniversity


Note
1
None None None None
Director Taiwan Benny
Chen
Male 2018.06.12 3 years 1990.03.02 2,907,300
1.22%
1,888,840
0.99%
- - - - Communications
Engineering
Department of
National Chiao
Tung University

Note
2
None None None None
Director - Liang Yi
Investment
Co.,Ltd.

-
August 6,
2020
May 28,
2021

August 6,
2020
7,173,571
3.76%
7,173,571
3.76%
- - - - - - - - - -
Incorporated
representative
of the
Director
Taiwan Joseph
Lee
Female August 6,
2020
May 28,
2021

August 6,
2020
8,825,867
4.63%
- - - - Department of
Economics,
Chinese Culture
University
Note
3
None None None None
Director Taiwan Joseph
Lee
Male August 6,
2020
May 28,
2021

1990.03.02
-
-
-
-
- - - - Department of
Electrical
Engineering,
National Taipei
Institute of
Technology
Note
4
None None None None
Director Taiwan Kuan-
Ming Lin
Male June 12,
2018
3 years 2018.06.12 -
-
-
-
- - - - Electrical
Engineering
from National
Taiwan
University
Note
5

None
None None None
Director Taiwan Yu-An
Chen
Male August 6,
2020
May 28,
2021

February
16, 1998
61,000
0.03%
61,000
0.03%
152,000
0.08%
- - M.S., Institute of
Transportation
Engineering,
National Chiao
Tung University

Note
8

None
None None None

~ 28 ~

Independent
Director
Taiwan Ting Herh Male 2018.06.12 3 years 2015.06.16 -
-
-
-
- - - - Ph.D., Institute
of Management,
University of
Victoria,
Switzerland
Note
6

None
None None None
Independent
Director
Taiwan Michael
Tsai
Male 2018.06.12 3 years 2015.06.16 -
-
-
-
- - - - B.S. in
Computing and
Control,
National Chiao
Tung University
Note
7

None
None None None
Independent
Director
Taiwan James Kao Male 2018.06.12 3 years 2018.06.12 -
-
-
-
- - - - M.S. Institute of
Business
Administration,
National Taiwan
University
- None None None None

Note: If the Company’s Chairman and general manager or those of equal powers (top management) are the same person, the spouse, or a relative within the first degree kinship, the reason, rationality, necessity, responsive measures (such as, increasing the number of independent directors; also, the majority of the directors are not part-time employees or managers) , and other related information shall be disclosed.

~ 29 ~

  • Note 1: Chairman of the Company, Chairman of UNITED INTEGRATED SERVICES CO., LTD. (BVI), Han Xuan Energy Co., Ltd., Han Te Energy Co., Ltd. Director of Jiangxi United Integrated Services Company, Suyuan Trading (Shanghai) Company, Suzhou Hantai System Integration Company, and Hitpoint Co. Ltd., representative of the incorporated director of Ablerex Electronics Co., Ltd., supervisor of Jiangxi Construction Engineering (Group) Co., Ltd., and Director of Brainchild Electronics Co., Ltd.

  • Note 2: The Company's General Manager; Chairman of Jiangxi United Integrated Services Co., Ltd., Su Yuan Trading (Shanghai) Co., Ltd., Suzhou Han Tai Integrated Services Co., Ltd., Beijing Hanhotang Medical Appliance Co., Ltd., Singapore United Integrated Services Co., Ltd.; Juristic Person Director of Yingzheng Yushun Electronic Co., Ltd., Hanke System Technology Co., Ltd., Jiezh Environmental Technology Co., Ltd., United Information Systems (BVI) Co., Ltd., United Integrated Services (USA) Corp.; Director of Jiangxi Province Jiangong Group Limited Liability Co., Ltd., Jun Hua Technical Co., Ltd..

  • Note 3: The Vice President of the Company.

  • Note 4: The Chief Technology Officer of the Company and the Director of Jiangxi United Integrated Services.

  • Note 5: Chief Financial Management Consultant, Capital Investment, Chief Venture Capital, Chairman of Rubytech Corporation; Yuan Feng Venture Capital, San Yuan Venture Capital, Director and General Manager of Kun Ji Venture Capital; Director of Hui Yu Investment, Bao De Technology, Shun Tung Information, Long Hua Electronics, Yong Yang Technology, Hong Xin Technology, Deli Film and Television, Chinese Petroleum Corporation,

  • Occupational safety & health Tuo Management Consulting Company, Director of Zhantuo Management Consulting Company; Independent Director of Shen Ji Technology.

  • Note 6: Chairman of DAVICOM Semiconductor Inc.

  • Note 7: Chairman of Fu Shuo Investment Co., Ltd., AP Memory Technology, Ltd., Nexchip Co.; Independent director of Wisdom Memory Technology Co., Ltd. and Wistron NeWeb Corporation.

  • Note 8: Director of Ablerex Electronics Co., Ltd., Z-Com, Inc., JG Environmental Technology Co., Ltd., and Eco Energy Corporation.

  • .

~ 30 ~

March 30, 2021

2. Major shareholder of the incorporated shareholder:


March30,2021
Name of Corporate Shareholder Major shareholder of the incorporated shareholder
Liang Yi Investment Co., Ltd. Kuo-Yu Wang 25.20%

~ 31 ~

3. Director Information (II)

3. Director Information (II) Information (II) Information (II)
Conditions
Name
(Note 1)
With or without over five years of work
experience and the following professional
qualifications:

The status of independence (Note 2)
Serve as an independent director of other public companies
A lecturer at

Judges,
prosecutors,
lawyers,
accountants, or
specialized
professionals
and technical
personnel who
passed national
examinations
needed for the
Company’s
businesses with
Business, 1 2 3 4 5 6 7 8 9 10 11 12
the public
and private

legal,
finance,
accountin
g, or
company

colleges and

universities
for the
teaching
subject of
business,
legal,
finance,
accounting,

business
experienc
e needed
for the
Company
’s
businesse
s

or company

business
related
subjects
certificates
received
C.S. Chen -
Benny Chen
Belle Lee -
Joseph Lee
Kuan-Ming Lin 1
Yu-An Chen
Ting Herh -
Michael Tsai 1
James Kao -

Note: Each director and supervisor that has met the following conditions during the two years prior to the election and during the tenure should tick the box (“  “) of each condition.

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

(2) Not a director or supervisor of the Company or its affiliates. (The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, subsidiary, or any subsidiary, as appointed in accordance with the Act or local law)

(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under other’s names, in an aggregate amount of 1% or more of the total number of issued shares of the Company or ranking in the top-10 in holdings.

(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the managers in subparagraph (1) or of any of the persons in subparagraph (2) and (3).

~ 32 ~

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of issued shares of the Company or of a corporate shareholder that ranks among the top-five in shareholdings, or appointing representatives to be the Company’s directors or supervisors according to Article 27, Paragraph 1 or Paragraph 2 of the Company Act. (The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, subsidiary, or any subsidiary, as appointed in accordance with the Act or local law)

  • (6) Not a director, supervisor, or employee of the other company that is controlled by the same person who also controls the boards or majoring voting rights of the Company. (The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, subsidiary, or any subsidiary, as appointed in accordance with the Act or local law)

  • (7) Not a director (executive), supervisor (supervisor), or employee of the other company or institution who are the same person or spouse of the Company’s chairman, general manager or those of equal power. (The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, subsidiary, or any subsidiary, as appointed in accordance with the Act or local law)

  • (8) Not a director (executive), supervisors (supervisor), managers, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. (The same does not apply; however, if a specified company or institution holds 20% or more and no more than 50% of the total number of issued shares of the Company, in cases where the person is an independent director of the Company, its parent company, subsidiary, or any subsidiary, as appointed in accordance with the Act or local law)

  • (9) Not a professional individual who, or an owner, partner, director (executive), supervisor (supervisor), or manager and the spouse of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof for an amount less than NT$500,000 within the last two years.Provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the act or to the Securities and Exchange Act, Business Mergers and acquisitions Act, or related laws or regulations.

  • (10) Not a spouse or relative within the second degree of kinship of any of the board directors.

  • (11) Not subject to any of the circumstances defined in Article 30 of the Company Act.

  • (12) No governmental agency, legal person, or its representative is elected according to Article 27 of the Company Act.

~ 33 ~

4. President, Vice President, and department head and branch officer information

March30,2021 March30,2021 March30,2021 March30,2021
Job title Nationali
ty
Name Sex Election
(Inaugura
tion)
Date
Shareholdings Spouse and minor children
Shareholdings

Shares held in the
name of others
Experience
(education)
Job
position
held with
the other
companies
currently
Managers who are a
spouse or second
cousin
Remarks
(Note)
Shares Shareholdin
gratio
Shares Shareholdin
gratio
Shares Sharehold
ingratio
Job
title
Name
Relatio
nship
Chief
Executive
Officer
Taiwan C.S.
Chen
Male 2014.07.14 2,902,434
1.52%

21,340

0.01%

-
- Communicatio
ns Engineering
Department of
National Chiao
Tung
University


Note 1
None None None None
President Taiwan Benny
Chen
Male 2000.09.26 1,888,840
0.99%

-
- - - Communicatio
ns Engineering
Department of
National Chiao
Tung
University


Note 2
None None None None
Chief
Technology
Officer
Taiwan Joseph
Lee
Male 1998.09.26 - - - - - - Electrical
Engineering
Department of
Taipei Institute
of Technology

Note 3
None None None None
Executive Vice Taiwan Belle Female 2012.07.10 8,825,867
4.63%

-
- - - Department of Note 4 None None None None

~ 34 ~

President Lee Economics,
Chinese
Culture
University
Vice President
of Procurement
Taiwan Shaomi
ng
Chen
Male 2012.07.10 832
0.00%

-
- - - National
Kaohsiung
Institute of
Technology
Note 5 None None None None
Vice President
of Engineering
Taiwan Hsiangc
hing
Tseng
Male 2012.07.10 769 0.00%
-
- - - National
Taipei Institute
of Technology

-
None None None None
Accounting
Officer
Taiwan Limei
Pan
Female 2012.06.27 600
0.00%

-
- - - Hsingwu
Junior College
of Commerce
- None None None None
Finance Officer Taiwan Liyu
Lin
Female 2012.06.27 5,600
0.00%

-
- - - National
Taipei College
of Business
- None None None None
Vice President Taiwan Juichin
Wu
Male 2012.07.10 10,162
0.01%

-
- - - Department of
Computer
Science and
Information
Engineering,
Tamkang
University
Note 6 None None None None
Vice President Taiwan Chunhs
iung
Male 2012.07.10 - - - - - - Vanung
Institute of
- None None None None

~ 35 ~

Wang Technology

  • Note: If the Company’s Chairman and general manager or those of equal powers (top management) are the same person, the spouse, or a relative within the first degree kinship, the reason, rationality, necessity, responsive measures (such as, increasing the number of independent directors; also, the majority of the directors are not part-time employees or managers), and other related information shall be disclosed.

  • Note 1: Chairman of the Company, Chairman of UNITED INTEGRATED SERVICES CO., LTD. (BVI), Han Xuan Energy Co., Ltd., Han Te Energy Co., Ltd. Director of Jiangxi United Integrated Services Company, Suyuan Trading (Shanghai) Company, Suzhou Hantai System Integration Company, and Hitpoint Co. Ltd., representative of the incorporated director of Ablerex Electronics Co., Ltd., supervisor of Jiangxi Construction Engineering (Group) Co., Ltd., and Director of Brainchild Electronics Co., Ltd.

  • Note 2: The Company's General Manager; Chairman of Jiangxi United Integrated Services Co., Ltd., Su Yuan Trading (Shanghai) Co., Ltd., Suzhou Han Tai Integrated Services Co.,

  • Ltd., Beijing Hanhotang Medical Appliance Co., Ltd., Singapore United Integrated Services Co., Ltd.; Juristic Person Director of Yingzheng Yushun Electronic Co., Ltd., Hanke System Technology Co., Ltd., Jiezh Environmental Technology Co., Ltd., United Information Systems (BVI) Co., Ltd., United Integrated Services (USA) Corp.; Director of Jiangxi Province Jiangong Group Limited Liability Co., Ltd., Jun Hua Technical Co., Ltd..

  • Note 3: The Chief Technology Officer of the Company and the Director of Jiangxi United Integrated Services Company

  • Note 4: The Vice President of the Company

  • Note 5: The Vice President of Procurement of the Company and the Director of Jiangxi United Integrated Services Company.

  • Note 6: President of the Company’s branch office in Mainland China and the Director of Jiangxi United Integrated Services Company, Suyuan Trading (Shanghai) Company, Suzhou Hantai System Integration Company, and Hitpoint Company

~ 36 ~

5. Remuneration of Directors, President, and Vice President

5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President
(1) Remuneration to board directors (including independent directors) (name and remuneration shall be disclosed individually) Unit: NT$ Thousands
Remuneration
(A)
(Note2)
Remunerationof Directors
Pension (B)
Remuneration of
Directors (C) (Note
3)
Business
fee (D)
execution
(Note 4)
The ratio of the total amount
of A, B, C and D (4 items) to
the net income (%) (Note 10)
Therelevant remunerations ofpart-time employees
Salary,
bonus,
and
special allowance (E)
(Note 5)
Pension (F)
Remuneration to employees (G)
(Note 6)
Sum of A, B, C, D, E, F and G as
a percentage of after-tax profit
Job title Name The Company
All the companies included in
the financial report (Note 7)
The Company
All the companies included in
the financial report (Note 7)
The Company
All the companies included in
the financial report
(Note 7)
The Company All the companies included in
the financial report
(Note 7)
The Company
All the companies included in
the financial report
The Company
All the companies included in
the financial report
(Note 7)
The Company
All the companies included in
the financial report (Note 7)
The Company
All the companies
included in the
financial report
(Note 7)
Cash amount
Stock amount
Cash amount
Stock amount
The Company
All the companies included in the
financial report
Remuneration received from
the invested companies other
than the subsidiaries or parent
company (Note 11)
Chairman C.S. Chen -
-
-
-
6,018
6,018
54 54 0.1505
0.1505
6,689
6,689
108
108
21,498
-
21,498
-

0.8521
0.8521
None
5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President 5. Remuneration of Directors, President, and Vice President
(1) Remuneration to board directors (including independent directors) (name and remuneration shall be disclosed individually) Unit: NT$ Thousands
Job title Name Remunerationof Directors The ratio of the total amount
of A, B, C and D (4 items) to
the net income (%) (Note 10)
Therelevant remuneratio ns ofpart-time employees Sum of A, B, C, D, E, F and G as
a percentage of after-tax profit

Remuneration received from
the invested companies other
than the subsidiaries or parent
company (Note 11)
Remuneration
(A)
(Note2)
Pension (B)
Remuneration of
Directors (C) (Note
3)
Business execution
fee (D) (Note 4)
Salary,
bonus,
and
special allowance (E)
(Note 5)


Pension (F)
Remuneration to employees (G)
(Note 6)
The Company All the companies included in
the financial report (Note 7)
The Company All the companies included in
the financial report (Note 7)
The Company All the companies included in
the financial report
(Note 7)
The Company All the companies included in
the financial report
(Note 7)
The Company All the companies included in
the financial report
The Company All the companies included in
the financial report
(Note 7)
The Company All the companies included in
the financial report (Note 7)
The Company All the companies
included in the
financial report
(Note 7)
The Company All the companies included in the
financial report
Cash amount Stock amount Cash amount Stock amount
Chairman C.S. Chen - - - - 6,018 6,018 54 54 0.1505 0.1505 6,689 6,689 108 108 21,498 - 21,498 - 0.8521
0.8521
None
Director Benny
Chen
- - - - 6,018 6,018 54 54 0.1505 0.1505 6,461 6,461 272 272 20,826 - 20,826 - 0.8338 0.8338 None
Director Liang Yi
Investment
Co.,Ltd.
- - - - 5,431 5,431 - - - - - - - - - - - - 0.1347 0.1347 None
Director BelleLee - - - - - - 36 36 0.0009 0.0009 4,215 4,215 185 185 9,405 - 9,405 - 0.3432 0.3432 None
Director Joseph
Lee
- - - - 5,431 5,431 42 42 0.1357 0.1357 6,070 6,070 267 267 18,139 - 18,139 - 0.7425 0.7425 None
Director Yu-An
Chen
- - - - 5,431 5,431 12 12 0.1350 0.1350 - - - - - - - - 0.1350 0.1350 3,503
Director Kuan-
MingLin
6,018 6,018 54 54 0.1505 0.1505 - - - - - - - - 0.1505 0.1505 None
Independent
Director
Ting Herh - - - - 4,218 4,218 1,854 1,854 0.1505 0.1505 84 84 - - - - - - 0.15260.15 0.15260.15 None
Independent
Director
Michael
Tsai
- - - - 4,218 4,218 1,830 1,830 0.1499 0.1499 48 48 - - - - - - 0.1511 0.1511 None
Independent
Director
James Kao - - - - 4,218 4,218 1,854 1,854 0.1505 0.1505 60 60 - - - - - - 0.1520 0.1520 None
1. The correlation between the policies, system, standards, and structure of the independent director’s remuneration, and the responsibilities, risk and time undertook by the Independent Director: Other than the fee payable for each participation, an independent director is entitled
to a business execution fee of at NT$150,000 per month. Each and every independent director receives just the same amount. With the directors’ remuneration allocated upon the annual accounting settlement, the remuneration for directors (including remuneration to directors
and the fee for the independent directors in the execution of the business for the year) shall be evenly distributed according to the total number of directors (including independent directors). In case of independent directors, the differential gap shall be made up after payment of
the business execution fee and each and every independent director shall receive exactly the same amount.
2. Except as disclosed in the aforementioned Table, the remuneration received by the Directors of the Company in the most recent year for the services (such as, providing consulting services to non-employees, etc.) provided to all the companies
in the financial report: None

~ 37 ~

Remuneration Bracket Table

Remuneration Bracket Table
Bracket of the remuneration paid to each director
of the Company
Name of Director
The total remuneration amount of the last 4 items (A+B+C+D) The total remuneration amount of the last 7 items
(A+B+C+D+E+F+G)
The Company All the companies included in the
financial report
H

The Company
All the companies included in
the financial report
I
Below NT$1,000,000 Representative of Corporate
Director,Belle Lee
Representative of Corporate
Director,Belle Lee
NT$1,000,000 (inclusive)~NT$2,000,000 (not
inclusive)
NT$2,000,000 (inclusive)~NT$3,500,000 (not
inclusive)
NT$3,500,000 (inclusive)~NT$5,000,000 (not
inclusive)
NT$5,000,000 (inclusive)~NT$10,000,000 (not
inclusive)
Director: C.S. Chen, Benny Chen,
Joseph Lee, Kuan-Ming Lin, Liang
Yi Investment Co., Ltd., Yu-An
Chen
Independent director: Kuo-Chi
Tsai,TingHerh, James Kao

Director: C.S. Chen, Benny Chen,
Joseph Lee, Kuan-Ming Lin,
Liang Yi Investment Co., Ltd.,
Yu-An Chen
Independent director: Kuo-Chi
Tsai,TingHerh, James Kao

Director: Kuan-Ming Lin,
Liang Yi Investment Co., Yu-
An Chen
Independent director: Kuo-
Chi Tsai, Ting Herh, James
Kao
Director: Kuan-Ming Lin,
Liang Yi Investment Co., Yu-
An Chen
Independent director: Kuo-
Chi Tsai, Ting Herh, James
Kao
NT$10,000,000 (inclusive)~NT$15,000,000
(not inclusive)
Representative of Corporate
Director,Belle Lee
Representative of Corporate
Director,Belle Lee
NT$15,000,000 (inclusive)~NT$30,000,000
(not inclusive)
NT$30,000,000 (inclusive)~NT$50,000,000
(not inclusive)
Director: C.S. Chen, Benny
Chen, Joseph Lee
Director: C.S. Chen, Benny
Chen, Joseph Lee
NT$50,000,000 (inclusive)~NT$100,000,000
(not inclusive)
Over NT$100,000,000
Total 10 10 10 10

~ 38 ~

(2) Remuneration of the President and Vice President (names and remuneration shall be disclosed individually)

Unit: NT$ Thousands

Job title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Pension (B) Pension (B) Bonus, special
allowance, etc. (C)
(Note 3)
Bonus, special
allowance, etc. (C)
(Note 3)
Employee’s remuneration amount (D)
(Note 4)
Employee’s remuneration amount (D)
(Note 4)
Employee’s remuneration amount (D)
(Note 4)
Employee’s remuneration amount (D)
(Note 4)
The ratio of the total
amount of A, B, C and
D (4 items) to the net
income (%) (Note 8)
The ratio of the total
amount of A, B, C and
D (4 items) to the net
income (%) (Note 8)
Remuneration
received from
the
invested
companies
other than the
subsidiaries
or
parent
company
(Note 9)
The Company All
the
companies
included
in
the financial
report
The Company
report
All
the
companies
included
in
the financial
The Company All
the
companies
included
in
the financial
The Company All the companies
included
in
the
financial
report
(Note 5)
The Company
All
the
companies
included in the
financial re~~p~~ort
Cash
Amount
Stock
Amount
Cash
Amount
Stock
Amount
Chief
Executive
Officer
C.S. Chen 4,700 4,700 108 108 1,989 1,989 21,498 - 21,498 - 0.7915

0.7915
None
President Benny Chen 4,525 4,525 272 272 1,936 1,936 20,826 - 20,826 - 0.6833 0.6833 None
Chief
Technology
Officer
Joseph Lee 4,450 4,450 267 267 1,620 1,620 18,139 - 18,139 - 0.6068 0.6068 None
Executive Vice
President
Belle Lee 3,090 3,090 185 185 1,125 1,125 9,405 - 9,405 - 0.3423 0.3423 None
Vice President
of Procurement
Shaoming
Chen
3,786 3,786 108 108 1,378 1,378 15,048 - 15,048 - 0.5038 0.5038 None
Vice President
of Engineering
Hsiangching
Tseng
4,084 4,084 245 245 1,486 1,486 11,555 - 11,555 - 0.4307 0.4307 None
Vice President Juichin Wu 2,016 3,430 108 108 1,125 5,667 5,240 - 5,240 - 0.2105 0.3581 None
Vice President Chunhsiung
Wang
4,320 4,320 108 108 800 800 2,822 - 2,822 - 0.1996 0.1996 None

~ 39 ~

Remuneration Bracket Table

Remuneration Bracket Table
Bracket of the remuneration paid to the
President and Vice President of the Company
Name of President and Vice President
The Company All the companies included in the
financial report
Below NT$1,000,000
NT$1,000,000 (inclusive)~NT$2,000,000
(not inclusive)
NT$2,000,000 (inclusive)~NT$3,500,000
(not inclusive)
NT$3,500,000 (inclusive)~NT$5,000,000
(not inclusive)
NT$5,000,000 (inclusive)~NT$10,000,000
(not inclusive)
Juichin Wu,Chunhsiung Wang Chunhsiung Wang
NT$10,000,000 (inclusive)~NT$15,000,000
(not inclusive)
Belle Lee, Belle Lee, Juichin Wu
NT$15,000,000 (inclusive)~NT$30,000,000
(not inclusive)
C.S. Chen, Benny Chen, Joseph Lee,
Shaoming Chen, Hsiangching Tseng
C.S. Chen, Benny Chen, Joseph Lee,
Shaoming Chen, Hsiangching Tseng
NT$30,000,000 (inclusive)~NT$50,000,000
(not inclusive)
NT$50,000,000 (inclusive)~NT$100,000,000
(not inclusive)
Over NT$100,000,000
Total 8 8

~ 40 ~

(3)

The remuneration of the top five managers of listed/OTC companies (names and remuneration shall be disclosed

Unit: NT$ Thousands

Job title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Pension (B) Pension (B) Bonus,
special allowance, etc. (C)
(Note 3)
Bonus,
special allowance, etc. (C)
(Note 3)
Employee’s remuneration amount (D)
(Note 4)
Employee’s remuneration amount (D)
(Note 4)
Employee’s remuneration amount (D)
(Note 4)
Employee’s remuneration amount (D)
(Note 4)
The ratio of the total
amount of A, B, C and D
(4 items) to the net
income (%) (Note 6)
The ratio of the total
amount of A, B, C and D
(4 items) to the net
income (%) (Note 6)
Remuneration
received from
the invested
companies
other than the
subsidiaries
or parent
company
(Note 7)
The Company All the companies
included in the
financial report
(Note 5)
The Company All the companies
included in the
financial report
(Note 5)
The Company All the companies
included in the
financial report
(Note 5)
The Company All the companies
included in the financial
report (Note 5)
The
Company
All the
companies
included in
the financial
report
Cash
Amount
Stock
Amount
Cash
Amount
Stock
Amount
Chief
Executive
Officer
C.S. Chen 4,700 4,700 108 108 1,989 1,989 21,498 - 21,498 - 0.7015 0.7015 None
President Benny Chen 4,525 4,525 272 272 1,936 1,936 20,826 - 20,826 - 0.6833 0.6833 None
Chief
Technology
Officer
Joseph Lee 4,450 4,450 267 267 1,620 1,620 18,139 - 18,139 - 0.6068 0.6068 None
Vice
President of
Procurement
Shaoming
Chen
3,786 3,786 108 108 1,378 1,378 15,048 - 15,048 - 0.5038 0.5038 None
Engineering
Vice
President
Hsiangching
Tseng
4,084 4,084 245 245 1,486 1,486 11,555 - 11,555 - 0.4307 0.4307 None

~ 41 ~

(4) Name of the managers received employee remuneration and the amount of remuneration

received. received. Unit: NT$ Thousands Unit: NT$ Thousands
Job title Name Stock amount Cash amount Total Ratio of total amount
to net income (%)
Manager Chief
Executive
Officer
C.S. Chen 0 108,294 108,294 2.6850
President Benny Chen
Chief
Technology
Officer
Joseph Lee
Executive
Vice President
Belle Lee
Vice President
of
Procurement
Shaoming Chen
Vice President
of Engineering
Hsiangching
Tseng
Accounting
Officer
Limei Pan
Finance
Officer
Liyu Lin
Vice President Juichin Wu
Vice President Chunhsiung
Wang
  1. Analysis of the ratio of the total remuneration paid to the Company’s Directors, President, and Vice President in the most recent year by the Company and the companies included in the consolidated statements to the net income; also, the explanation of the policies, standards and portfolio of the remuneration, the procedures for the stipulation of remuneration, and its relevance with the business performance

  2. Analysis of the ratio of the total remuneration paid to the Company’s Directors, President, and Vice President in the last two years by the Company and the companies included in the consolidated financial statements to the net income

Unit: NT$ Thousands

Unit: NT$ Thousands Unit: NT$ Thousands
Year
Identity
2019 2020
The Company All the companies
included in the financial
report
The Company All the companies
included in the
financial report
Remuneration of Directors 111,597 111,597 147,116 147,116
Ratio of remuneration of directors to net
income(%)
3.96% 3.96% 3.65% 3.65%
Remuneration of President and Vice
President
117,809 122,234 148,363 155,661
Ratio of remuneration of President and Vice
President to net income(%)
4.18% 4.34% 3.68% 3.86%

The Board of Directors is authorized in accordance with the Articles of Association of the Company to determine the remuneration of all directors depending on their involvement in the Company operation and the value of their contribution; also, by referring to the general standards of the industry. Therefore, there should be no significant risks involved in the future.

~ 42 ~

2. Remuneration policies, standards and portfolio, procedures for determining remuneration , and their correlations with business performance and future risks

Job title
Remarks
Remuneration of Directors Remuneration of President and Vice
President
Remuneration policies 1. The independent directors of the
Company are entitled a monthly
business execution fee since the
following month of the inauguration
date. The other directors of the
Company are only entitled to the
remuneration in accordance with the
Articles of Association when there is a
surplus generated at the end of the
Company’s fiscal year.
2. The annual remuneration amount to
each independent director net of the
monthly business execution fee
collected is the remaining amount to be
collected.
The Company’s managers will receive
bonuses based on the annual performance
evaluation. If there is surplus generated,
remuneration should be appropriated and
distributed to employees based on the
performance evaluation performed by the
Company.
Standards and portfolio According to the Rules Governing the
Distribution of Remuneration to Directors
Salary, job allowance, meal allowance,
performance evaluation award, and various
subsidies
Procedure for
determining
remuneration
1. The annual remuneration of directors is
determined according to the Company’s
Articles of Association, so the
Remuneration Committee is to suggest
an amount for the Board of Directors to
resolve and then propose in the
shareholders meeting for approval.
2. The appropriation of remuneration to
the directors is reviewed by the
Remuneration Committee and approved
by the Board of Directors before
distribution.
1. The salary proposal is drafted up
according to the Rules Governing
Employee Salaries and then presented
to the Remuneration Committee for
review and to the Board of Directors
for approval.
2. The annual performance bonus and
employee remuneration should be
proposed to the Remuneration
Committee for review and to the
Board of Directors for approval in
accordance with the annual
performance evaluation results and
related paymentmethods.
Relevance to business
performance and future
risks
It is to be executed according to the Rules
Governing the Distribution of Remuneration
to Directors
Salary is determined and paid according to
the Company’s Rules Governing Salary
Determination; also, by referring to the
business performance and profitability of
each business unit. The Remuneration
Committee regularly reviews the
reasonableness ofthe salary.

~ 43 ~

III. Corporate governance operation of TWSE/GTSM Listed Companies

(I) The operation of the Board of Directors

The attendance of the directors and supervisors for the 12 board meetings (A) held in 2020 and as of March 2021:

Job title Name Actual
number of
attendance
(B)
Frequency
of
attendance
by proxy
Actual attendance
ratio (%) (B/A)
Remarks
Chairman C.S.Chen 12 - 100% Re-elected
Director Benny Chen 12 - 100% Re-elected
Director Belle Lee 4 100% Resignation on June
2,2020
Director Liang Yi
Investment Co.,
Ltd.
5 100% Newly appointed on
August 6, 2020
Incorporated
representative
of the Director
Belle Lee 5 - 100% Newly appointed on
August 6, 2020
Director Joseph Lee 3 - 100% Stepped down on
May5,2020
Director Joseph Lee 5 100% Newly appointed on
August 6,2020
Director Yu-An Chen 5 100% Newly appointed on
August 6,2020
Director Kuan-MingLin 12 - 100% Newlyappointed
Independent
Director
Ting Herh 12 - 100% Re-elected
Independent
Director
Michael Tsai 10 2 83.33% Re-elected
Independent
Director
James Kao 12 - 100% Newly appointed
Other information to be published:
I.
The operation of the Board of Directors shall be with the date, term, content of the proposal, the opinions of
all independent directors, and the Company’s processing of the opinions of the independent directors stated
in any of the following circumstances
(I)
Matters listed in Article 14-3 of the Securities and Exchange Act: The Company has established an
audit committee.
(II)
Except for the matters stated in the preceding paragraph, the resolutions of the Board of Directors
that are opposed or reserved by independent directors with a record or written statement filed: None
II. For the directors’ having themselves recused from a proposal with the risk of conflict of interest, the name
of the director, the content of the proposal, the reasons for recusing themselves, and the engagement in voting
should be stated: None
III. Evaluate the objectives (such as, setting up an Audit Committee, improving information transparency, etc.)
of strengthening the functions of the Board of Directors and the implementation in the current year and the
most recent year.
(1) Objectives of strengthening the functions of the Board of Directors: The Company has formulated the
“Regulations Governing Board of Directors Meetings” to establish a good corporate governance system
for the Board of Directors, strengthen management functions, and improve supervision functions for the
compliance of the Board of Directors in order to exercise its function.
(2) Performance evaluation performed by the Board of Directors: The convening and deliberation of the
board meeting shall be conducted in accordance with the “Rules of Procedure for Board of Directors
Meetings” and the “Regulations Governing Board of Directors Meetings” of the Company. The
Remuneration Committee shall also be responsible for reviewing the remuneration of the directors, and
managers of the Company; also, provide recommendations and assess the relevant policies for the reference
of the Board of Directors in decision-making.

~ 44 ~

  • (II) The operation of the Audit Committee and the participation of the supervisors in the operation of the Board of Directors:

  • Information on the operation of the Audit Committee:

The attendance of the independent directors for the 7 Audit Committee meetings (A) held in the

most recent year:

Job title Name Actual number of
attendance (B)
Frequency of
attendance by
proxy
Actual attendance
ratio (%)
(B/A) (Note)
Remarks
Independent
Director
Ting Herh 7 0 100%
Independent
Director
Michael
Tsai
7 0 100%
Independent
Director
James Kao 7 0 100%
Other information to be published:
I.
The operation of the Audit Committee shall be with the board meeting date, term, content of
the proposal, the resolutions of the Audit Committee, and the Company’s processing the
opinions of the Audit Committee stated in any of the following circumstances.
(I) Matters listed in Article 14-5 of the Securities Exchange act: Please refer to the
important resolutions of the board of directors and the audit committee on page ○○;
all proposals have been approved by all members of the audit committee: also,
proposed to and resolved by the board of directors.
(II) Except for the matters stated in the preceding paragraph, other proposals that have
not been resolved by the Audit Committee, but with the consent of two-thirds of the
board directors: None
II. For the independent directors’ having themselves recused from a proposal with the risk of
conflict of interest, the name of the independent director, the content of the proposal, the
reasons for recusing themselves, and the engagement in voting should be stated: None.
III. The communication among the independent directors, the chief internal auditors, and the
certified public accountants (shall include important matters, methods, and results of
communication on the Company’s financial and business conditions)
(I) The communication between the independent directors and the chief internal auditor
1. The chief internal auditor attends each Audit Committee meeting to report auditing
operations and to communicate face-to-face with the independent directors.
2. Internal auditors will report to the independent director immediately if they
discover a major violation or if the Company has had a risk of significant damages.
3. The communication between the independent directors of the Company and the
chief internal auditor is smooth and adequate.
(II) The communication between the independent directors and the certified public
accountant
1. The certifiedpublic accountant reportsquarterlyin the Audit Committee meeting

~ 45 ~

regarding the review or audit of the financial statements and to communicate other related legal requirements. If the independent directors have any opinions during the process, they can propose them for discussion and the certified public accountant will make additional explanations.

  1. The certified public account shall report any special and significant finance and business issues to the Audit Committee immediately. 3. For any communication of major subjects, the Board of Directors will also invite the certified public account to attend the meeting to share his/her professional opinions in order to increase the opportunities for the certified public accountant to interact with the directors/independent directors. 4. The communication between the independent directors of the Company and the certified public accountant is smooth and adequate. IV. Minutes of meetings convened by the Audit Committee in 2020 and as of the publication date of the annual report Time: March 24, 2020 (the seventh session of the first term)
I. Company Reports: Company Reports:
Proposal 1: Internal audit report presented by the audit supervisor.
Proposal 2: Assessment of the independence and qualification of the auditing CPAs.
The issues reported above have been known to and acknowledged by present Committee
members in full.
II. Discussions:
Proposal 1: The Company’s 2019 business report and financial statement.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 2: The Company’s 2019 earnings distribution.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 3: Preparation of the Company’s “2019 Internal Control System Statement.”
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 4: The partial amendment of the provisions of the Company’s “Rules of
Procedure for Board of Directors Meetings.”
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.

~ 46 ~

Proposal 5: The partial amendment of the provisions of the Company’s “Regulations
Governing Procedure for Board of Directors Meeting”.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 6: The partial amendment of the provisions of the Company’s “Audit
Committee Charter.”
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 7: The partial amendment of the provisions of the Company’s “Regulations
Governing Procedure for Audit Committee Meeting”.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 8: The partial amendment of the provisions of the Company’s “Remuneration
Committee Charter.”
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 9: The partial amendment of the provisions of the Company’s “Regulations
Governing Procedure for the Remuneration Committee.”
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 10: Amendment to part of the items of the Company's audit plan for 2020.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Time: May 14, 2020 (the eighth session of the first term)
I. Company Reports:
Proposal 1: Internal audit report presented by the audit supervisor.
Proposal 2: The Company’s 2020 Q1 consolidated financial statements.
The issues reported above have been known to and acknowledged by present Committee
members in full.
II. Discussions
Proposal 1: Investment in the establishment of domestic energymanufacturingbusiness

~ 47 ~

for sales to subsidiaries.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Time: June 12, 2020 (the ninth session of the first term)
I. Discussions
Proposal 1: A proposal to purchase real property in Zhonghe District pf New Taipei City
for the headquarters of the Group.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present
board directors in full.
Time: August 12, 2020 (the tenth session of the first term)
I. Company Reports
Proposal 1: Internal audit report presented by the audit supervisor.
Proposal 2: The Company’s 2020 Q2 consolidated financial statements.
The issues reported above have been known to and acknowledged by present Committee
members in full.
II. Proposal discussion
Proposal 1: The partial amendment of the provisions of the Company’s “Rules of
Procedure for Board of Directors Meetings.”
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 2: The partial amendment of the provisions of the Company’s “Regulations
Governing Procedure for Board of Directors Meeting”.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 3: The partial amendment of the provisions of the Company’s “Remuneration
Committee Charter.”
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 4: The partial amendment of the provisions of the Company’s “Procedures for
the Prevention of Internal Trading.”
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.

~ 48 ~

The resolutions of the audit committee handled by the Company: Passed by present board The resolutions of the audit committee handled by the Company: Passed by present board The resolutions of the audit committee handled by the Company: Passed by present board The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Time: November 12, 2020 (the eleventh session of the first term)
I. Company Reports
Proposal 1: Internal audit report presented by the audit supervisor.
Proposal 2: A report about the Company's evaluation result on the capability to work out
a financial statement for 2019.
The issues reported above have been known to and acknowledged by present Committee
members in full.
II. Proposal discussion
Proposal 1: The Company’s 2020 Q3 consolidated financial statements.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 2: The Company’s 2021 annual audit plan.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 3: The partial amendment of the provisions of the Company’s “Investment
Circulation.”
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Time: January 28, 2021 (the twelfth session of the first term)
I. Company Reports
Proposal 1: Report on the plan to enhance the Company's capability to work out
financial statements and implement implementation.
The issues reported above have been known to and acknowledged by present Committee
members in full.
II. Proposal discussion
Proposal 1: The issue about change in the certified public accountants to certify the
Company's financial statement.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 2: Passed the independence and competency assessment performed on the
Company’s public auditor.
Resolution: The resolutions of the audit committee handled bythe Company: Passed by

~ 49 ~

present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 3: An addition of the Company's “management over the process to work out a
financial statement.”
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 4: Capital increase through cash injection toward the Company's subsidiary -
Han Xuan Energy Co., Ltd.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Time: March 23, 2021 (the thirteenth session of the first term)
I. Company Reports
Proposal 1: Internal audit report presented by the audit supervisor.
The issues reported above have been known to and acknowledged by present Committee
members in full.
II. Proposal discussion
Proposal 1: The Company’s 2020 business report and financial statement.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 2: The Company’s 2020 earnings distribution.
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
Proposal 3: Preparation of the Company’s “2020 Internal Control System Statement.”
Resolution: The resolutions of the audit committee handled by the Company: Passed by
present Committee members in full.
The resolutions of the audit committee handled by the Company: Passed by present board
directors in full.
.

~ 50 ~

(III) The status of corporate governance operation and its differences from the “Corporate Governance BestPractice Principles for TWSE/GTSM Listed Companies” and the root causes

Evaluation items Operation (Note 1) Operation (Note 1) Operation (Note 1) Its differences from
the “Corporate
Governance Best-
Practice Principles
for TWSE/GTSM
Listed Companies”
and the root causes
Yes No Summary description
I.
Does the Company stipulate and
disclose its corporate governance
best-practice principles in
accordance with the “Corporate
Governance Best-Practice
Principles for TWSE/GTSM
Listed Companies?”
V It has been handled in accordance with the “Corporate Governance
Best-Practice Principles for TWSE/GTSM Listed Companies.”

None
II.
The shareholding structure and
shareholders’ equity of the
Company
(I)
Does the Company have an
internal operating procedure
formed to deal with shareholders’
recommendations, doubts,
disputes, and litigation matters,
and implement it according to the
procedures?
(II) Does the Company have a list of
the ultimate controllers of the
major shareholders who actually


V
V

(I) In order to protect the interests of shareholders, the Company
handles shareholders’ suggestions or disputes through special
personnel, such as, spokespersons and stocks service officer.
(II) The personnel directly under the administration of the
“President Office” are responsible for mastering the list of the
ultimate controllers of the major shareholders who actually

None

~ 51 ~

Evaluation items Operation (Note 1) Operation (Note 1) Operation (Note 1) Its differences from
the “Corporate
Governance Best-
Practice Principles
for TWSE/GTSM
Listed Companies”
and the root causes
Yes No Summary description
control the Company?
(III) Does the Company establish and
implement risk controls and
firewall mechanisms between the
Company and the affiliates?
(IV) Does the Company have internal
regulations formed that prohibit
insiders from using unpublished
information to buy and sell
securities in market?
V
V
control the Company, and interact frequently to establish
good relationships and ensure the stability of the business
operation.
(III) The Company has set up and supervised the operation of the
subsidiary.
(IV) The Company has formulated the “Procedures for the
Prevention of Insiders’ Trade” so the internal personnel shall
comply with the relevant regulations and internal operating
procedures.
III.
The composition and duties of
the Board of Directors
(I)
Does the Board of Directors
stipulate diversified policies for
the compliance of the members
and implement them
substantially?
V (I) 1. According to Article 20 of the “Corporate Governance Best-
Practice Principles” and Article 2 of the Company’s “Rules
Governing the Election of Board Directors,” the composition of
the board of directors shall be with the consideration of diversity;
also, an appropriate diversification policy based on the operations,
operating types, and development needs (basic conditions and
values, professional knowledge and skills, etc.) shall be formulated
and implemented substantially. On the list of the 13th term
directors of the Company, all directors generally have accounting
andfinancialanalysis capabilities, are superior in leadership,

None

~ 52 ~

Evaluation items Operation (Note 1) Operation (Note 1) Operation (Note 1) Its differences from
the “Corporate
Governance Best-
Practice Principles
for TWSE/GTSM
Listed Companies”
and theroot causes
Yes No Summary description
decision-making, operational judgment, business management, and
crisis management; also, have industry knowledge and
international marketing vision.
2.The Company, as well, lays specific emphasis onto gender
equality in the composition of the members of directors where the
target ratio of female directors is in excess of 10%.The Company’s
current board of directors consists of nine directors, one of them is
female and three of them are independent directors.44% of the
board directors are also employees of the Company, 33.33% of the
board directors are independent directors, and 11.11% of the board
directors are female.One independent director has held the office
for less than 3 years while the other two independent directors are
with a seniority of 4 ~ 6 years; also, the age of the 9 directors is
between 60~68 years old.
Diversified
project
Director
Name
Operational
judgment
Accounting
and financial
analysis skills
Management
competence
Crisis
management
ability
Industrial
knowledge
International
market vision
Leadership
Decision-
making
capacity
C.S.
Chen








Benny
Chen








Belle
Lee








~ 53 ~

Evaluation items Operation (Note 1) Operation (Note 1) Operation (Note 1) Operation (Note 1) Its differences from
the “Corporate
Governance Best-
Practice Principles
for TWSE/GTSM
Listed Companies”
and theroot causes
Yes No Summary description
(II) Does the Company voluntarily
set up other functional
committees besides setting up the
Remuneration Committee and the
Audit Committee according to
law?
(III) Does the Company formulate the
rules governing the performance
evaluation of the board of
directors and the evaluation
methods, conduct performance
evaluation on a regular basis


V
V













Joseph
Lee
Yu-An
Chen
Kuan-
Ming
Lin
Ting
Herh
Michael
Tsai
James
Kao

~ 54 ~

Evaluation items Operation (Note 1) Its differences from
the “Corporate
Governance Best-
Practice Principles
for TWSE/GTSM
Listed Companies”
and theroot causes
Yes No Summary description
every year, report the results of
the performance evaluation to the
board of directors, and apply it as
a reference for individual
director’s remuneration and
nomination for reappointment?

directors,evaluation performed by the appointed external
professional institutions, experts, or other appropriate methods.
Performance evaluations are conducted regularly every year.
The “Board Performance Evaluation Self-Assessment
Questionnaire” and “Directors Self-Assessment
Questionnaire” are evaluated according to the evaluation
criteria and the evaluation results are recorded and sent to
the Board of Directors for review and improvement.
Outcome of evaluation of the board of directors for 2020:
Evaluation of
the board of
directors
performance.
Self-evaluation on
the performance
of the board of
director members.
Evaluation of the
functional committee.
Score result
4.93points
Score result4.75
points
Audit
Committee/Remunerati
on Committee
Score result4.68 points
Comprehensive evaluation: In 2020, the overall result of the
Company’s board performance evaluation is between 5 points as
“strongly agree” and 4 points as “agree.” All directors and various
committee members have put forth their maximum possible efforts
toward their duties, committed themselves to enhance the
functions of the board of directors. In overall evaluation,the board

~ 55 ~

Evaluation items Operation (Note 1) Operation (Note 1) Operation (Note 1) Its differences from
the “Corporate
Governance Best-
Practice Principles
for TWSE/GTSM
Listed Companies”
and theroot causes
Yes No Summary description
(IV) Does the Company regularly assess
the independence of the public
auditor?
V of directors and other functional committees operate quite
satisfactory as a whole, satisfactory to corporate governance
requirements, and effectively strengthening the functions of the
board of directors to firmly safeguard shareholders' rights and
interests.
The Company would report the outcome of the evaluation to the
board of directors on January 28, 2021.
((IV) The Company’s accounting department independently
evaluates the independence of the certified public accountant
annually, obtains the accounting firm's independence statement,
and reports the evaluation results to the board of directors. The
Company formulates the evaluation items: 1. There is no direct or
significant indirect financial interest relationship with the audit
client, 2. There is no financing or guarantee act with the audit
client, 3. There is no close commercial relationship with the audit
client, 4. There is no potential employment relationship with the
audit client, and 5. There is no contingent audit fee related to the
audit case.
1. The most recent assessment was performed on January 15,
2021. The Accounting Office examined the competence and
independence of the public auditor. It had not found any
dissatisfaction and violation of the independence of the said

~ 56 ~

Evaluation items Operation (Note 1) Operation (Note 1) Operation (Note 1) Its differences from
the “Corporate
Governance Best-
Practice Principles
for TWSE/GTSM
Listed Companies”
and theroot causes
Yes No Summary description
public auditor. The proposal was reviewed and approved by the
Board of Directors on January 28, 2021.
IV.
Are listed/OTC companies
equipped with component and
appropriate numbers of corporate
governance personnel; also,
designate corporate governance
officers to be responsible for
corporate governance-related
affairs (including but not limited
to providing directors,
supervisors with the information
needed to perform business,
assisting directors and
supervisors in complying with
laws and regulations, handling
matters related to the board
meetings and shareholders
meetings in accordance with the
law, generating the minutes of
board meetings and shareholders
meetings)?
V 1. The Corporate Governance Promotion Group of the
Company acts as the corporate governance unit, assisting the
Board of Directors to promote the establishment of a sound
corporate governance structure and implement various
corporate governance systems in order to protect shareholders
ultimately.
None

~ 57 ~

Evaluation items Operation (Note 1) Operation (Note 1) Operation (Note 1) Its differences from
the “Corporate
Governance Best-
Practice Principles
for TWSE/GTSM
Listed Companies”
and theroot causes
Yes No Summary description
V.
Does the Company establish
communication channels with
stakeholders (including but not
limited to shareholders,
employees, customers and
suppliers, etc.), set up stakeholder
section on the Company’s
website, and respond
appropriately to important
corporate social responsibility
issues of concern to
stakeholders?

V
The Company has smooth communication and grievance channels
held with business owners, suppliers, banks, and employees. The
dedicated departments are responsible for communication and
coordination to protect their legitimate rights and interests.
The Company’s website also has a stakeholder section and the
email for the contact of stakeholders in order to properly respond
to issues of concern to stakeholders.
None
VI.
Does the Company commission a
professional stock agency to
handle the affairs of the
shareholders meeting?

V
The Company appointed Taishin International Bank - Stock
Service Office to handle various stock transactions of the
Company.
None
VII.
Information disclosure
(I)
Does the Company set up a
website to disclose financial
business and corporate
governance information?
(II) Does the Company adopt other
methods of information
V
V
(I) The company information is disclosed on the Company’s
website for the reference of shareholders and the public.
(II) The Company has designated a person to be responsible for the
collection of companyinformation and has information

None

~ 58 ~

Evaluation items Operation (Note 1) Operation (Note 1) Operation (Note 1) Its differences from
the “Corporate
Governance Best-
Practice Principles
for TWSE/GTSM
Listed Companies”
and theroot causes
Yes No Summary description
disclosure (such as, setting up an
English website, designating a
person to be responsible for the
collection and disclosure of
Company information,
implementing a spokesperson
system, and placing the
incorporated investor conference
recording on the Company’s
website)?
(III) Does the Company announce and
report the annual financial report
within two months after the fiscal
year; also, announce and report
the first, second, and third quarter
financial reports and monthly
operating conditions before the
deadline?


disclosure made on the Market Observation Post System. A
spokesperson system has also been established to ensure the
information that may affect the decision-making of shareholders
and stakeholders is immediately disclosed.
(III) Filed within the specified time
VIII. Does the Company have other
important information that helps
understand the operation of
corporate governance (including
but not limited to employee
V (I) Employees’ Rights and Interests: The Company has always
treated employees with sincerity and safeguarded the legitimate
rights and interests of employees in accordance with the Labor
Standards Law.
(II)Employee care: The Companyhas the Employee Welfare
None

~ 59 ~

Evaluation items Operation (Note 1) Operation (Note 1) Operation (Note 1) Its differences from
the “Corporate
Governance Best-
Practice Principles
for TWSE/GTSM
Listed Companies”
and theroot causes
Yes No Summary description
benefits, employee care, investor
relations, supplier relations,
stakeholder rights, director and
supervisor advanced study, the
implementation of risk
management policies and risk
measurement standards, the
implementation of customer
policies, the liability insurance
acquired for the Company’s
directors and supervisors, etc.)?
Committee set up with the relevant system stipulated. Such as:
Provide subsidies or cultural and recreational activities,
community activities, etc. to employees.
(III) Social care: Make donation to “The Association for No
Crime of the Republic of China.”
(IV) Investor Relations: The spokesperson is responsible for
handling shareholders’ recommendations.
(V) Supplier relations: The communication with suppliers is
smooth and well executed.
(VI) Interests of stakeholders: Stakeholders may communicate
with the Company or make suggestions to the Company to protect
their legitimate rights and interests.
(VII) Implementation of customer policy: The Company
maintains a good and stable relationship with its customers to
create corporate profits.
(VIII) The Company has based on the provisions of the
“Directions for the Implementation of Continuing Education for
Directors and Supervisors of TWSE Listed and TPEx Listed
Companies” of Taiwan Stock Exchange to allow each director and
supervisor arranging his/her advanced study independently. Note
1
(IX) The liability insurance acquired by the Company for directors
and supervisors: The liabilityinsurance for the directors and

~ 60 ~

Evaluation items Evaluation items Operation (Note 1) Operation (Note 1) Operation (Note 1) Operation (Note 1) Its differences from
the “Corporate
Governance Best-
Practice Principles
for TWSE/GTSM
Listed Companies”
and theroot causes
Yes No Summary description
supervisors was purchased by the Company in June, 2020.
(X) Implementation of risk management policies and risk
measurement standards: The Company has established various
internal regulations in accordance with the law to conduct various
risk management and evaluation.
IX. Please explain the improvement of the Company’s corporate governance according to the evaluation results released by the Corporate
Governance Center of Taiwan Stock Exchange in the most recent year, and propose the prioritized nonconformities for improvement and the
respective measures. (Exempted for those companies that are not included in the assessment list)
Question
number
Evaluation Index Remarks
2.23. Where the Company has enacted the Regulations Governing
Evaluation of the Board of Directors Performance, have such
Regulations been resolved in the board of directors with definite
requirements that an outsourced evaluation should be implemented
at least once in every three years while that such evaluation shall be
conducted within the timeframes specified under the said
Regulations? Have the facts of performance and the evaluation
outcome been disclosed to the Company's website or annual report?
The Company has formulated the “Rules Governing the Performance Evaluation of the
Board of Directors” on November 12, 2019 to regularly review the effectiveness of the
board of directors in order to improve corporate governance.
The evaluation of the board of directors' performance has been disclosed through the
annual report for 2020.
3.15. Does the Company take the initiative to disclose through its annual
report the amount and attribute of non-audit public fees paid to
certified public accountants and their affiliated accounting firms?
Have been disclosed through the 2020 Annual Report.
4.10 Has the Company disclosed through its website and annual report
the measures to protect its staff members in the personal safety &
security and working environments?
Have been disclosed through the 2020 Annual Report.

~ 61 ~

Note 1

Board Directors’ continuing education

Date of continuing Date of continuing Total

education
Continuing
continuing
Job title Name Organizer Course Title education education
Remarks
Start End hours hours of
**the year **
September
September

Securities and Futures
5G key technologies and
3.0
8,2020 8,2020 Institute opportunitiesinto application
The legal responsibility and risk
Independent Kuo-Chi
control for the directors and
6.0
Director Tsai September
September

Securities and Futures
supervisors in case of a
3.0

8, 2020


8, 2020

Institute

misrepresentation in the financial
statement-Taking a practical case as
the center for the study.
Amidst the current era of the digital

July 14,
July 14, Securities and Futures
economy, how does the Company
Director C.S. Chen 3.0 6.0

2020
2020 Institute innovate KPI and manage
performance?

~ 62 ~

Industry 4.0 and how companies can
June 17, June 17, Securities and Futures

lead into innovation and

3.0
2020 2020 Institute
transformation
Practical probe into anti-money
October 8,
October 8,

Securities and Futures
laundering and combating financing
3.0
2020 2020 Institute
of terrorism
Yu-An
Director Interpretation & analyses into 6.0
Chen
September
September

Securities and Futures

practical operation and the latest

3.0
16, 2020 16, 2020 Institute interpretation of official letters after
enforcement of Company Act
August 7,
August 7,

Taiwan Corporate Governance

Key technology and applicant into
3.0
2020 2020 Association markets of 5G and IOT
Independent Amidst the current era of the digital
Ting Hou 6.0
Director
July 14,
July 14, Securities and Futures
economy, how does the Company
3.0

2020

2020
Institute
innovate KPI and manage
performance?
November
November

Securities and Futures
5G key technologies and
3.0
Joseph 26, 2020 26, 2020 Institute opportunities into application
Director 6.0
Lee October October Securities and Futures The principle and application of
3.0
22,2020 22,2020 Institute artificial intelligence

~ 63 ~

Digital technology and artificial
November
November

Taiwan Corporate Governance


intelligence trends as well as risk
3.0
4, 2020 4, 2020 Association
management
Kuan-
Director Amidst the current era of the digital 6.0
Ming Lin

August 5,

August 5,

Taiwan Corporate Governance


economy, how does the Company
3.0
2020 2020 Association innovate KPI and manage
performance?
Criminal legal risks and
countermeasures over the corporate
Independent James June 9, June 9, Taiwan Corporate Governance

directors and supervisors-starting

3.0
3.0
Director Kao 2020 2020 Association from the topics of prevention system
over corporate fraud and money
laundering.
September
September
Looking for new growth momentum

Taiwan Institute of Directors

3.0
18, 2020 18, 2020 amidst the strategic turning year
Industry 4.0 and how companies can
June 17, June 17, Securities and Futures
Benny
lead into innovation and

3.0
Director 2020 2020 Institute 9.0
Chen transformation
Prove into human resources and
June 17, June 17, Securities and Futures
M&A integration issues during the 3.0
2020 2020 Institute
process of enterprise M&A.

~ 64 ~

Probe into and preventing of
December
December


criminal responsibilities for related

Taipei Foundation of Finance
3.0
11, 2020 11, 2020
personnel in case of a financial
Director Belle Lee 6.0
statement related fraud
October October Looking for new growth momentum
Taiwan Institute of Directors
3.0
28,2020 28,2020 amidst the strategic turning year

~ 65 ~

  • (IV) If a Company has set up a Remuneration Committee, it should disclose its composition, responsibility, and operation:

  • (1. Composition and duties of the Remuneration Committee

The Company with the resolution of the board of directors on October 20, 2011 has a remuneration committee formed. The remuneration committee is responsible for enacting and regularly reviewing the annual and long-term performance goals and remuneration policies, systems, standards, and structure for the Company’s directors and managers; also, regularly evaluate the performance of the directors and managers of the Company, and determine the content and amount of remuneration for each individual.The members of the fourth-term remuneration committee are as follows:

Remuneration Committee member information

Identity Conditions
Name

With or without over five years of
work experience and the following
professional qualifications:

With or without over five years of
work experience and the following
professional qualifications:

With or without over five years of
work experience and the following
professional qualifications:

The status of independence (Note 2)

The status of independence (Note 2)

The status of independence (Note 2)

The status of independence (Note 2)

The status of independence (Note 2)

The status of independence (Note 2)

The status of independence (Note 2)

The status of independence (Note 2)

The status of independence (Note 2)

The status of independence (Note 2)
Serve as a member of the Remuneration Committee of other
public companies
Remarks
A lecturer at the public and private colleges and
universities for the teaching subject of business,
legal, finance, accounting, or company business


l t d
bj
t
Judges, prosecutors, lawyers, accountants, or
specialized professionals and technical personnel
who passed national examinations needed for the
Company’ s businesses with certificates received
Commerce, legal affairs, finance, accounting, or
work experience needed for the Company’ s
businesses
1 2 3 4 5 6 7 8 9 10
Independent
Director

Ting Herh
0
Independent
Director

Michael
Tsai
0
Member Maosheng
Chu
0

Note 2: If each member meets the following conditions two years before taking the office and during the term of office, please tick “” in the respective box of each condition code below.

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

(2) Not a director or supervisor of the Company or its affiliates. (The same does not apply, however, in cases

where the person is an independent director of the Company, its parent company, subsidiary, or any subsidiary, as appointed in accordance with the Act or local law)

(3) The principal and his/her spouse and minor children do not hold more than 1% stock share issued by the Company or hold more than 1% stock share of the Company in the name of others, or not the top-ten natural shareholders.

(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the managers in subparagraph (1) or of any of the persons in subparagraph (2) and (3).

(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the

total number of issued shares of the Company or of a corporate shareholder that ranks among the top-five in shareholdings, or appointing representatives to be the Company’s directors or supervisors according to Article 27, Paragraph 1 or Paragraph 2 of the Company Act. (The same does not apply, however, in cases

where the person is an independent director of the Company, its parent company, subsidiary, or any subsidiary, as appointed in accordance with the Act or local law)

~ 66 ~

  • (6) Not a director, supervisor, or employee of the other company that is controlled by the same person who also controls the boards or majoring voting rights of the Company. (The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, subsidiary, or any subsidiary, as appointed in accordance with the Act or local law)

  • (7) Not a director (executive), supervisor (supervisor), or employee of the other company or institution who are the same person or spouse of the Company’s chairman, general manager or those of equal power. (The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, subsidiary, or any subsidiary, as appointed in accordance with the Act or local law)

  • (8) Not a director (executive), supervisors (supervisor), manager, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. (The same does not apply; however, if a specified company or institution holds 20% or more and no more than 50% of the total number of issued shares of the Company, in cases where the person is an independent director of the Company, its parent company, subsidiary, or any subsidiary, as appointed in accordance with the Act or local law)

  • (9) Not a professional individual who, or an owner, partner, director (executive), supervisor (supervisor), or manager and the spouse of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof for an amount less than NT$500,000 within the last two years.Provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the act or to the Securities and Exchange Act, Business Mergers and acquisitions Act, or related laws or regulations.

  • (10) There is not any occurrence of the events as stated in Article 30 of the Company Act.

~ 67 ~

2. The operation of the Remuneration Committee

  • I. The Remuneration Committee of the Company is composed of with 3 members.

  • II. The tenure of this term: June 12, 2018 to June 11, 2021. The Remuneration Committee had held 3 meetings (A) in the most recent year; also, the member qualifications and attendances are as follows:

Job title Name Actual number of
attendance (B)
Frequency of
attendance by
proxy
Actual attendance ratio (%)
(B/A) (Note)
Remarks
Convener Ting Herh 7 - 100% Re-elected
Member Michael
Tsai
6 - 86% Newly appointed
Member Maosheng
Chu
7 - 100% Re-elected
Other information to be published:
I.
If the Board of Directors does not adopt or amend the recommendations of the Remuneration Committee, it shall state
the board meeting date, term, content of the proposal, the resolutions of the Board of Directors, and the Company’s
handling the opinions of the Remuneration Committee (such as, the salary and remuneration approved by the Board of
Directors is better than the recommendations of the Remuneration Committee), and should explain the difference and
its reasons): None
II. For the resolutions of the Remuneration Committee, if members have objections or reservations raised and have a
record or written statement kept, it shall state the Remuneration Committee meeting date, term, content of the proposal,
the opinions of all members, and the handling of the members’ opinions: None
III. Scope of authority of the Remuneration Committee:
The following functions and powers should be faithfully carried out in good faith and the recommendations should be
submitted to the Board of Directors for discussion.
I.
Review this procedure regularly and propose amendments.
II. Establish and regularly review the policies, systems, standards, and structures of the performance evaluation and
remuneration for the Company’s directors and managers.
III. Regularly evaluate and determine the salary and remuneration of directors and managers.
The Committee shall perform the responsibilities as stated in the preceding paragraph in accordance with the following
principles:
I.
Ensure that the Company’s remuneration arrangements are in compliance with relevant law and regulations and
are sufficient enough to attract talents.
II. The performance evaluation and remuneration of directors and managers should be determined by referring to the
standards of the industry, including the reasonable connection of the personal performance, the Company’s
operating performance, and future risks.
III. Directors and managers should not be led to engage in an act exceeding the tolerable risk of the Company for the
pursuit of remuneration.
IV. The ratio of dividends distributed and partial change in remuneration payment time for the short-term
performance of directors and senior managers, the characteristics of the industry and the nature of the Company’s
business should be taken into account.
V. Members of the Remuneration Committee are not allowed to participate in discussing and voting on their personal
salary and remuneration decision-making process.

~ 68 ~

The so-called “salary and remuneration” referred to in the preceding two paragraphs includes cash remuneration, stock
options, dividend shares, pension or severance pay, various allowances, and other measures with substantial
rewards; the scope of the remuneration shall be consistent with the remuneration of the directors and managers
stated in the “Regulations Governing Information to be Published in Annual Reports of Public Companies.”
IV. Important resolutions of the remuneration committee in 2020 and up to the publication date of the annual report:
Time: January 21, 2020 (the fifth session of the fourth term)
Proposal discussion
Proposal 1:The Company’s distribution of annual bonus to managers in 2019.
Resolution:
For the present case, it has been confirmed by the chairperson and the committee members concerned that the
employees would be granted for the year-end bonus in an amount equivalent to salaries for 3.16 months and the managers
would be granted for the year-end bonus in the amount equivalent to salaries for 4.09 months.
The resolutions of the audit committee handled by the Company: Passed unanimously by the board directors present.
The opinions of the remuneration committee handled by the Company: Passed unanimously by the board directors present.
Proposal 2: The salary adjustment of the managers by the Company in 2020.
Resolution:
The resolutions of the audit committee handled by the Company: Passed by present Committee members in
full.
The opinions of the remuneration committee handled by the Company: Passed unanimously by the board directors present.
Proposal 3:
The Company’s distribution of remuneration to directors in 2019.
Resolution:
For the present case, it has been confirmed by the chairperson and the committee members concerned that a
NT$38,400,000 sum should be amortized as remuneration to directors (including independent directors’ business execution
expense NT$5.4 million). The resolutions of the audit committee handled by the Company: Passed by present Committee
members in full.
The opinions of the remuneration committee handled by the Company: Passed unanimously by the board directors present.
Time: July 10, 2020 (the sixth session of the fourth term)
Proposal discussion
Proposal 1:
The Company’s salary distribution of manager and employees in 2019.
Resolution:
The resolutions of the audit committee handled by the Company: Passed by present Committee members in
full.
The opinions of the remuneration committee handled by the Company: Passed unanimously by the board directors present.
Time: January 28, 2021 (the seventh session of the fourth term)
Proposal discussion
Proposal 1:The Company’s distribution of annual bonus to managers in 2020.
Resolution:
The resolutions of the audit committee handled by the Company: Passed by present Committee members in
full.
The opinions of the remuneration committee handled by the Company: Passed unanimously by the board directors present.
Proposal 2:The salary adjustment of the managers by the Company in 2021.
Resolution:
The resolutions of the audit committee handled by the Company: Passed by present Committee members in
full.
The opinions of the remuneration committee handled by the Company: Passed unanimously by the board directors present.
Proposal 3:The Company’s 2020 remuneration distribution to employees and directors.
Resolution:
The resolutions of the audit committee handled by the Company: Passed by present Committee members in
full.
The opinions of the remuneration committee handled by the Company: Passed unanimously by the board directors present.

~ 69 ~

(V) Fulfilling social responsibility:

Difference of the social responsibility fulfillment from the requirements of the “Corporate Social Responsibility Best Practice Principles for TWSE/GTSM-Listed Companies” and the root causes

Evaluation items Operation Operation Operation Its differences from the “Corporate
Social Responsibility Best-Practice
Principles for TWSE/GTSM Listed
Companies”anditsroot causes
Yes No Summary description
I.
Does the Company conduct risk assessments on
environmental, social, and corporate governance issues
related to the Company’s operations in accordance with the
materiality principle, and formulate relevant risk
management policies or strategies?
V (I) In discussion by the Company
Although not a full-time unit is in charge, the Company
creates the best interests for shareholders and employees in the
spirit of upholding sustainable management and increasing the
Company’s value, and fulfilling its social responsibilities.

Improving
II.
Does the Company set up a full-time (part-time) unit for
promoting corporate social responsibility and the Board of
Directors authorizes the senior management to handle it and
report the situation to the Board of Directors?
V (II) The Company promotes corporate ethics, corporate
governance, and insider regulations to the directors and
managers from time to time, and promotes corporate ethics
to employees occasionally.
III.
Environmental issues
(I)
Does the Company establish a suitable environmental
management system based on its industrial characteristics?
(II)
Is the Company committed to improving the efficient use
of resources and usingrecycled materials that have a low




V
V
(I) The Company has set up the “Occupational Safety and
Health Management” to effectively achieve environmental
safety maintenance, energy conservation, and carbon
reduction. The Company does not have any hazardous waste
generated, and the business waste will be entrusted to qualified
manufacturers for processing from time to time.
(II) The Company has no environmental pollution problems
Encourage recycling

None

~ 70 ~

Evaluation items Operation Operation Operation Its differences from the “Corporate
Social Responsibility Best-Practice
Principles for TWSE/GTSM Listed
Companies”anditsroot causes
Yes No Summary description
impact on the environment?
(III)
Does the Company assess the current and future potential
risks and opportunities of climate change for the Company,
and take measures to respond to climate-related issues?
(IV)
Does the Company count the greenhouse gas emissions,
water consumption, and total weight of waste of the last
two years, and formulate policies on energy conservation
and carbon reduction, greenhouse gas reduction, water
consumption reduction, or other waste management?





V
V
(III) The Company set up the “Safety and Health Department”
for the professional and responsible personnel to manage
environmental affairs.
(IV) The Company has implemented various energy
conservation and carbon reduction measures to support the
promotion of energy conservation and carbon reduction.For
example, control the office temperature with the air
conditioner, turns off the lights, saves water consumption, uses
energy-saving lamps, separates and recycles garbage, and
recycles resources. Develop specific improvement goals
accordingto relevant regulations and actual conditions.

Planning improvement
IV.
Social issues
(I)
Does the Company formulate relevant management
policies and procedures in accordance with relevant
regulations and international human rights conventions?
(II)
Does the Company formulate and implement reasonable
employee benefits measures (including remuneration,
vacation, benefits, etc.) and appropriately reflect
operating performance or results in employee salary and
compensation?
V
V
(I) The Company has reported the “Work Rules” for records
and the Labor Safety and Health Rules that have been
approved by the Department of Labor.
(II) The Company has established an Employee Welfare
Committee, formulated the “Working Rules,” and stipulate the
rules governing salary and compensation.

None

~ 71 ~

Evaluation items Operation Operation Operation Its differences from the “Corporate
Social Responsibility Best-Practice
Principles for TWSE/GTSM Listed
Companies”anditsroot causes
Yes No Summary description
(III)
Does the Company create a safe and healthy working
environment for employees, and regularly provide safety
and health education to employees?
(IV)
Does the Company establish an effective career
development training program for its employees?
(V)
Does the Company comply with relevant laws and
regulations and international standards for customer
health and safety, customer privacy, marketing and
labeling of products and services; also, formulate relevant
consumer protection policies and grievance procedures?
(VI)
Does the Company formulate a supplier management
policy that requires suppliers to follow relevant
regulations on issues, such as, environmental protection,
occupational safety and health, or labor rights, and their
implementation?

V
V
V
V
(III) The “Labor Safety and Health Rules” submitted by the
Company in accordance with the law has been approved by
the Department of Labor. The Company provides a safe and
healthy working environment for employees with annual labor
health check benefits included. Please refer to P. 80 of the
annual report.
(IV) The Company has established a comprehensive welfare
system and planned a variety of educational training courses to
enhance the job competence of employees.
(V) Consumer-related rights are clearly stated in the contract,
and special units are set up to fulfill the warranty obligations.
The Company has established ISO: 13485 Medical Equipment
Quality System to protect consumer safety.
(VI) The Company has the “Regulations Governing the
Selection and Management of Suppliers” stipulated for
selecting suitable suppliers.
The Company’s quality management system has passed the
internationally recognized latest edition (2015) of the ISO
9001 quality management system certification with a
certificate received, in addition to meeting international
quality control requirements; it is in line with the international
community.

~ 72 ~

Evaluation items Operation Operation Operation Its differences from the “Corporate
Social Responsibility Best-Practice
Principles for TWSE/GTSM Listed
Companies”anditsroot causes
Yes No Summary description
V.
Does the Company compile reports on corporate non-
financialinformation, such as, corporate social
responsibility reports, by referring to internationally
accepted reporting standards or guidelines?Did the
assurance, guarantee, or opinions of a public
verification unit obtained for the aforementioned
reports?
V In discussion by the Company In discussion by the Company
VI
If the Company has its own corporate social responsibility best-practice principles stipulated in accordance with the “Corporate Social Responsibility Best-Practice
Principles for TWSE/GTSM Listed Companies,” please describe its operation and its differences from the “Corporate Social Responsibility Best-Practice
Principles:”
In discussion bythe Company
VII. Other important information that helps understand the operation of corporate social responsibility: environmental protection, garbage sorting and recycling,
recyclingand sustainable use: such as,PET bottles,second-handpaper,and iron and aluminum cans.

~ 73 ~

(VI) The ethical management of the Company and the measures adopted:

Difference of the ethical management performance from the requirements of the “Ethical - ” Management Best Practice Principles for TWSE/GTSM Listed Companies and the root causes

Evaluation items Operations Operations Operations Its differences from the
“Ethical Management Best-
Practice Principles for
TWSE/GTSM Listed
Companies” and the root
causes
Yes No Summary description
I. Establishing ethical management policies and programs
(I)
Does the Company formulate an ethical
management policy approved by the board of
directors, and clearly state the policies and practices
of ethical management in the regulations and
external documents, and the board of directors and
senior management actively implement the business
policy?
(II)
Does the Company have established an evaluation
mechanism for the risk of unethical conduct,
regularly analyzed and evaluated business activities
with a higher risk of unethical conduct within the
business scope, and formulates a plan to prevent
unethical conduct, which at least cover the
precautionary measures for the unethical conduct
listed in Article 7, Paragraph 2 of the “Ethical
Management Best Practice Principles for
V V (I) The Company has established the “Ethical
Management Best-Practice Principles.” A
responsible person is designated for the
formulation, supervision, and implementation of the
ethical management policy and prevention plan, and
reports to the Board of Directors on a regular basis.
(II) The Company has not yet established an
assessment mechanism for the risk of unethical
conduct. It is currently in the planning process. In
order to ensure an ethical management operation,
the Company has established an effective
accounting system and internal control system.
Internal auditors regularly check the compliance
with the aforementioned system.
The Company’s Employee Work Rules clearly
stated that employees must not use their powers to
seek illegal benefits,accept hospitality,receive


None
Being studied and worked
out by the Company.

~ 74 ~

Evaluation items Operations Operations Operations Its differences from the
“Ethical Management Best-
Practice Principles for
TWSE/GTSM Listed
Companies” and the root
causes
Yes No Summary description
TWSE/GTSM-Listed Companies.”
(III)
Does the Company clearly define the operating
procedures, guidelines for conduct, disciplinary act
and appeal system in the plan to prevent unethical
conduct, implement it, and regularly review and
revise the aforementioned plan?
V kickback and gifts, and embezzle public funds and
properties or other illegal interests; also, do not
negligently disclose the Company’s technology or
business secrets in order to avoid employees’
sacrificing company’s equity for personal gains.
(III) The Company has formulated the “Procedures
for Ethical Management and Guidelines for
Conduct” to regulate the relevant operation
procedures. Internal auditors regularly review and
revise the aforementioned plan.
None
II. Implementing ethical management
(I)
Does the Company assess the ethical conduct record
of the counterparty and specify the terms of ethical
conducts in the contract signed with the
counterparty?
(II)
Does the Company have formulated a dedicated unit
to promote corporate ethical management under the
board of directors, and regularly (at least once a
year) report to the board of directors the ethical
managementpolicyandplans toprevent unethical


V
V
(I) Does the Company assess the legality of the
customer and supplier and whether they have any
record of unethical conduct before dealing with
them?
(II) The Audit Office of the Company is responsible
for the formulation, supervision, and
implementation of the ethical management policy
and prevention plan, and reports to the Board of
Directors.

None
None

~ 75 ~

Evaluation items Operations Operations Operations Its differences from the
“Ethical Management Best-
Practice Principles for
TWSE/GTSM Listed
Companies” and the root
causes
Yes No Summary description
conduct and monitor its implementation?
(III)
Does the Company have a policy to prevent
conflicts of interest, provide a proper
communication channel, and implement it
accordingly?
(IV)
Does the Company have established an effective
accounting system and internal control system for
the implementation of ethical management, and the
internal audit unit based on the assessment of the
risk of unethical conduct to draft up relevant audit
plans, and checked the compliance with the plan in
preventing unethical conduct, or commissioned a
certified public accountant to perform an audit?
(V)
Does the Company regularly hold ethical
management education and training internally and
externally?
V
V
V
(III) The Company’s Employee Work Rules clearly
stated that employees must not use their powers to
seek illegal benefits, accept hospitality, receive
kickback and gifts, and embezzle public funds and
properties or other illegal interests; also, do not
negligently disclose the Company’s technology or
business secrets in order to avoid employees’
sacrificing company’s equity for personal gains.
(IV) In order to ensure the implementation of
ethical management, the Company has established
an effective accounting system and internal control
system, and internal auditors regularly check the
compliance of the said system.
(V) The Company maintains the principle of good
faith with its customers, handles customer
complaints in a timely manner, and actively takes
measures to minimize the loss of bothparties in
None
None
None

~ 76 ~

Evaluation items Operations Operations Operations Its differences from the
“Ethical Management Best-
Practice Principles for
TWSE/GTSM Listed
Companies” and the root
causes
Yes No Summary description
order to secure the trust of customers. The
Administration Office of the Company clearly
defines the job responsibilities and employee
grievance; also, clearly defines the prevention of
conflict of interest policy and communication
channel in the managementprocedures.
III. The operation of the Company’s reporting system
(I)
Does the Company have a specific reporting and
reward system, a convenient reporting channel, and an
appropriate officer assigned to deal with the reported
individual?
(II) Does the Company have established standard
operating procedures for investigating any incident
reported, follow-up measures to be taken after the
investigation is completed, and related confidentiality
mechanisms?
(III) Does the Company take measures to protect the
reporting personnel from improper treatment?
V
V
V
The Company has a “Chairman’s Mailbox for
suggestions and grievances” to handle the
Company’s major nonconformities, frauds, and
other matters in a confidential manner for the
protection of the reporting individuals. The relevant
departments have been instructed to handle the
specific project as quickly as possible. According to
the reward and punishment regulations in the
“Work Rules,” the employees with unethical acts
committed are accordingly reported for a
disciplinary action.
None
IV. Strengthening information disclosure
(I)
Does the Company disclose the contents of its “Ethical
Management Best-Practice Principles” and the
achievement in implementation on the website and

V
The Company has disclosed the contents of the
“Ethical Management Best-Practice Principles” on
the Company’s website and Market Observation
None

~ 77 ~

Evaluation items Operations Operations Operations Its differences from the
“Ethical Management Best-
Practice Principles for
TWSE/GTSM Listed
Companies” and the root
causes
Yes No Summary description
Market Observation Post System? Post System; also, the achievement in
implementation is disclosed in the annual report.
V. If the Company has its own “Ethical Management Best-Practice Principles” stipulated in accordance with the “Ethical Management Best-Practice
Principles for TWSE/GTSM Listed Companies,” please describe its operation and its differences from the “Ethical Management Best-Practice
Principles” stipulated: None
VI. Other important information that helps understand the operation of ethical management (such as, the Company reviewsandamends its established
“Ethical Management Best-Practice Principles,” etc.): None

~ 78 ~

  • (VII) The Company has established the Corporate Governance Best-Practice Principles and related regulations inquiry method: the website of UNITED INTEGRATED SERVICES CO., LTD. (http://www.uisco.com.tw)

  • (VIII) Other important information that helps understand the operation of corporate governance: None

  • (IX) The implementation of the internal control system should be with the following information disclosed:

  • Internal Control Statement

UNITED INTEGRATED SERVICES CO., LTD.

Internal Control Statement

Date: March 23, 2021

The 2020 internal control system of the Company is declared as follows according to the results of self-inspection:

  • I. The Company is aware that the establishment, implementation, and maintenance of the internal control system is the responsibility of the Board of Directors and the management of the Company. The Company has established such system. The purpose is to provide reasonable assurance in terms of achieving the goals of operational effectiveness and efficiency (including profitability, performance, asset safety, etc.), reporting reliability, timeliness, transparency, meeting relevant regulations, and compliance with relevant law and regulations.

  • II. The internal control system has its inherent limitations. Regardless of how well the design is perfected, an effective internal control system can only provide reasonable assurance in achieving the above three objectives. Moreover, due to changes in the environment and conditions, the effectiveness of the internal control system may change. However, the Company’s internal control system is designed with a self-monitoring mechanism. The Company can take corrective actions immediately upon identifying nonconformities.

  • III. The Company judges whether the design and implementation of the internal control system is effective based on the criteria of the effectiveness of the internal control system as stipulated in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as the “Regulations”). The criteria of the effectiveness of the internal control system as stated in the “Regulations” has internal control system divided into five elements according to the management and control process: 1. Environment control, 2. Risk assessment, 3. Control operation, 4. Information and communication, and 5. Monitoring operations. Each element contains several items. Please refer to the “Regulations” for the aforementioned items.

  • IV. The Company has adopted the aforementioned criteria of the internal control system to evaluate the effectiveness of the design and implementation of the internal control system.

  • V. The Company based on the results of the previous assessment believes that the internal control system (including the supervision and management of subsidiaries) on December

~ 79 ~

31, 2020, including understanding the operational effectiveness and the achievement in efficiency, the reliability, timeliness, and transparency of reporting, and the design and implementation of the internal control system complying with the relevant requirements and regulations, is effective and can reasonably ensure the achievement of the aforementioned objectives.

  • VI. This statement will become the main content of the Company’s annual report and prospectus, and is hereby made known to the public. If the content of the disclosure in the preceding paragraph is illegal or concealed, it will involve legal liabilities as stated in Articles 20, 32, 171, and 174 of the Securities and Exchange Act

  • VII. This Statement has been passed by the Board of Directors Meeting of the Company held on March 23, 2021, where none of the 9 attending Directors expressed dissenting opinions, and the remainder all affirmed the content of this Statement.

UNITED INTEGRATED SERVICES CO., LTD.

Chairman: C.S. Chen (Signature and Seal)

President: Benny Chen (Signature and Seal)

  1. If a certified public accountant is commissioned to examine the internal control system, the review report of the CPA should be disclosed: None .

  2. (X) In the most recent year and up to the publication date of the annual report, if 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, and the results of the punishment may have a significant impact on shareholders’ equity or securities prices, the punishment content, major nonconformity, and improvements shall be detailed: None

  3. (XI) Important resolutions of the shareholders meeting and the Board of Directors in the most recent year and as of the annual report printing date:

1. Important resolutions reached in the 2020 Shareholders Meeting and the implementation

1.1. The 2020 General Shareholders Meeting

Time: At 9:00am, May 28, 2020 (Thursday)

Location: Chinatrust Executive House (No.219-2, Sec. 3, Zhongxing Rd., Xindian Dist., New Taipei City)

Present directors: C.S. Chen, Benny Chen, Belle Lee, Joseph Lee and Kuan-Ming Lin

Present independent directors/Audit Committee members: Ting Hou, Kuo-Chi Tsai and

James Kao

Guest participant: Certified Public Accountant Tsunglin Li of KPMG Certified Public

Accountants

Chairman: C.S. Chen

I. Company Reports:

~ 80 ~

  • (I) 2019 Business report.

  • (II) 2019 Audit Committee's audit report.

  • (III) 2019 Report on remuneration to employees and directors.

  • (IV) 2019 Report on allocation of earnings.

  • (V) The implementation of Mainland China area investment is reported for review. (Please refer to Meeting Agenda Handbook for details.)

II. Proposals:

Proposal 1: The 2019 Business Report and Financial Statements. (Proposed by the Board of Directors) Resolutions: The attending shareholders were with 131,010,135 voting shares; the shareholders that voted “in favor” were with 113,895,375 shares, the shareholders that voted “not in favor” were with 5,730 shares, and the shareholders that “abstained” were with 17,109,030 shares; the number of shares that voted “in favor” accounted for 86.93% of the total voting shares of all attending shareholders. The proposal was approved. Proposal 2: The 2019 Earnings Distribution. (Proposed by the Board of Directors) Resolutions: The attending shareholders were with 131,010,135 voting shares; the shareholders that voted “in favor” were with 113,881,429 shares, the shareholders that voted “not in favor” were with 11,836 shares, and the shareholders that “abstained” were with 17,116,870 shares; the number of shares that voted “in favor” accounted for 86.92% of the total voting shares of all attending shareholders. The proposal was approved.

Implementation: Cash dividend distribution date July 14, 2020

III. Discussions:

Proposal 1: Partial amendment of the provisions of the Company’s “Parliamentary Rules for Shareholders' Meetings". (Proposed by the Board of Directors) Resolutions: The attending shareholders were with 131,010,135 voting shares; the shareholders that voted “in favor” were with 113,889,431 shares, the shareholders that voted “not in favor” were with 9,674 shares, and the shareholders that “abstained” were with 17,111,030 shares; the number of shares that voted “in favor” accounted for 86.93% of the total voting shares of all attending shareholders. The proposal was approved.

Implementation: It has been processed according to the revised procedure.

~ 81 ~

1.2. Resolution passed for the proposal of convening the first Special Shareholders' Meeting in 2020.

Time: August 6, 2020 (Thursday), 9:00AM

Location: Chinatrust Executive House (No.219-2, Sec. 3, Zhongxing Rd., Xindian Dist., New Taipei City)

Present directors: C.S. Chen, Benny Chen

Present independent directors/Audit Committee members: Ting Hou

Chairman: C.S. Chen

I. Elections:

  • Proposal 1: Motion for by-election of directors. (Proposed by the Board of Directors) Election results:
Election results:
List of elected directors
Account number or
identity certificate
Doc. No.
Account title or name Election shares
00000246 Liang Yi Investment Co., Ltd. 97,246,684
J10115**** Joseph Lee 90,627,867
00000007 Yu-An Chen 89,711,595

Implementation: Starting from August 6, 2020 to May 28, 2021

II. Other Proposals:

  • Proposal 1: Lift the restriction of non-compete clause the newly elected directors and their representatives. Proposed for resolutions. (Proposed by the Board of Directors)

  • Resolutions: The attending shareholders were with 120,143,997 voting shares; the shareholders that voted “in favor” were with 108,405,135 shares, the shareholders that voted “not in favor” were with 58,070 shares, and the shareholders that “abstained” were with 11,680,792 shares; the number of shares that voted “in favor” accounted for 90.22% of the total voting shares of all attending shareholders. The proposal was approved.

  • Implementation: It has been processed according to the resolution reached.

~ 82 ~

2. The Minutes of the 2020 Board Meeting

2.1. 2020 (The 11th meeting of Session 13)

Time: January 21, 2020 (Tuesday)

I. Company Reports

  • (I) Report about the Company's succession plan.

II. Proposal discussion

  • Proposal 1: Passed the Company’s distribution of annual bonus to managers in 2019.

  • Proposal 2: Passed the Company’s 2020 manager pay raise.

  • Proposal 3: Passed the Company’s 2019 the appropriation ratio for remuneration distribution to employees and directors.

2.2. 2020 (The 12th meeting of Session 13)

Time: March 10, 2020 (Tuesday)

I. Company Reports

  • (I) Report about the preparation of the Company's financial statement, as required by Taiwan Stock Exchange Corporation with its Letter Tai-Zheng-Shang-I-Zi 1081805654 dated December 9, 2019.

II. Proposal discussion

  • Proposal 1: Passed to partial amendment of the provisions of the Company’s “Parliamentary Rules for Shareholders' Meetings".

  • Proposal 2: Passed to the Company intends to convene the 2020 shareholders' regular meeting as scheduled on May 28, 2020 (Thursday) at 9:00 a.m.

  • Proposal 3: Passed with a resolution about the Company's planning for “Succession of the Key Management” and the implementation thereof. The Planning Task Force should be established to carry out the succession planning issues.

2.3. 2020 (The 13th meeting of Session 13)

Time: March 24, 2020 (Tuesday)

I. Company Reports

  • (I) Important financial operation reports:

  • Important financial business report

    • (1) Endorsement/Guarantee report: None

    • (2) Loaning of funds report

    • (3) Cash equivalents and use of credit line granted by financial institutions report:

  • Business overview report

  • Subsidiary business overview report

  • (II) Internal audit business report:

  • (III) Other important company reports:

Assessment of the independence and qualification of the auditing CPAs.

II. Proposal discussion

Proposal 1: Passed the Company’s 2019 remuneration distribution to employees and directors.

  • Proposal 2: Passed the Company’s 2019 business report and financial statement.

Proposal 3: Passed the 2019 Earnings Distribution.

  • Proposal 4: Passed the Company’s “Internal Control System Statement” for the year of

~ 83 ~

  1. Proposal 5: Passed the partial amendment of the provisions of the Company’s “Rules of Procedure for Board of Directors Meetings.”

  2. Proposal 6: Passed the partial amendment of the Company’s “Regulations Governing Procedure for Board of Directors Meeting” of the Company.

  3. Proposal 7: Passed the partial amendment of the Company’s “Audit Committee Charter” Proposal 8: Passed the partial amendment of the Company’s “Regulations Governing Procedure for Audit Committee Meeting” of the Company.

  4. Proposal 9: Passed the partial amendment of the Company’s “Remuneration Committee Charter.”

  5. Proposal 10: Passed the partial amendment of the Company’s “Regulations Governing Procedure for the Remuneration Committee.”

  6. Proposal 11: Passed the partial amendment of the items in the Audit Plan for 2020.

2.4. 2020 (The 14th meeting of Session 13)

Time: May 14, 2020 (Thursday), 9:00AM

  • I. Company Reports

  • (I) Important financial operation reports:

    1. Important financial business report

    2. (1) Endorsement/Guarantee report: None

    3. (2) Loaning of funds report

    4. (3) Cash equivalents and use of credit line granted by financial institutions report:

    5. Business overview report

    6. Subsidiary business overview report

  • (II) Internal audit business report

(III) The Company’s 2020 Q1 consolidated financial statements

II. Proposal discussion

Proposal 1: Pass with a resolution to incorporate a domestic subsidiary on energy manufacture and sales.

2.5. 2020 (The 15th meeting of Session 13)

Time: June 12, 2020 (Friday), 10:00AM

  • I. Proposal discussion

  • Proposal 1: Pass with a resolution for by-election of the Company's directors.

  • Proposal 2: Lift the restriction of non-compete off the newly elected directors and their representatives.

  • Proposal 3: Pass the nominated candidates for directors, with two candidates to be elected into directorship in the by-election for Liang Yi Investment Co., Ltd. and YuAn Chen.

  • Proposal 4: Pass a decision for the first special shareholders meeting of 2020.

  • Proposal 5: Pass to purchase real property in Zhonghe District for the headquarters of the Group.

~ 84 ~

2.6. 2020 (The 16th meeting of Session 13)

Time: June 29, 2020 (Monday), 10:00AM

  • I. Proposal discussion

  • Proposal 1: Pass with a resolution for by-election of the Company's directors.

  • Proposal 2: Pass the nominated candidate for director, with one director Joseph Lee to be elected in the by-election.

2.7. 2020 (The 17th meeting of Session 13)

Time: July 10, 2020 (Friday), 4:00PM

  • I. Company Reports

  • (I) Report about the Company's efforts toward the liability insurance policy for directors.

  • (II) Report about the Company's purchase of corporate headquarters.

  • II. Proposal discussion

  • Proposal 1: Passed the Company’s remuneration distribution to managers and employees in 2019.

  • Proposal 2: To verify the qualifications of the director candidates. The present motion is not brought into the discussion as no list has been posed by shareholder(s) representing 1%.

2.8. 2020 (The 18th meeting of Session 13)

Time: August 12, 2020 (Wednesday), 10:00AM

  • I. Company Reports

  • (II) Important financial business report:

    1. Important financial business report

      • (1)Endorsement/Guarantee report: None

      • (2) Loaning of funds report:

      • (3) Cash equivalents and use of credit line granted by financial institutions report:

    2. Business overview report

    3. Subsidiary business overview report

(III) Internal audit business report

(IV) The Company’s 2020 Q2 consolidated financial statements

  • II. Proposal discussion

  • Proposal 1: Passed the partial amendment of the Company’s “Rules of Procedure for Board of Directors Meetings.”

  • Proposal 2: Passed the partial amendment of the Company’s “Regulations Governing Procedure for Board of Directors Meeting” of the Company.

  • Proposal 3: Passed the partial amendment of the Company’s “Remuneration Committee Charter.”

  • Proposal 4: Passed the partial amendment of the Company’s “Procedures for the Prevention of Internal Trading.”

  • Proposal 5: Passed the partial amendment of the Company’s “Code of Practice for Corporate Governance.”

  • Proposal 6: Passed the partial amendment to the Company's “Regulations Governing Performance Evaluation for Directors”.

  • Proposal 7: Passed the new increase of the credit lines for mid-term and long-term house

~ 85 ~

loans with financial institutions.

  • Proposal 8: Passed the new increase of the credit lines for short-term comprehensive loans with financial institutions.

2.9. 2020 (The 19th meeting of Session 13)

Time: November 12, 2020 (Thursday), 10:00AM

  • I. Company Reports

  • (I) Important financial operation reports:

    1. Important financial business report

      • (1)Endorsement/Guarantee report: None

      • (2) Loaning of funds report

      • (3) Cash equivalents and use of credit line granted by financial institutions report:

    2. Business overview report

    3. Subsidiary business overview report

  • (II) Internal audit business report

  • (III) The Company’s 2020 Q3 consolidated financial statements

  • (IV) A report about the Company's evaluation result on the capability to work out a financial statement for 2019.

  • (V) Report on the Company's investment into a domestic subsidiary Han Te Energy Co., Ltd.

  • (VI) Report about the Company's planning to set up a subsidiary in the United States.

  • II. Proposal discussion

Proposal 1: Passed the Company’s 2021 annual audit plan.

  • Proposal 2: Passed the partial amendment of the provisions of the Company’s “Investment Circulation.”

3. The Minutes of the 2021 Board Meeting

  • 3.1. Time: January 28, 2021 (Thursday), 10:00AM

  • I. Company Reports

  • (I) Report on the evaluation over the performance by the Company's board of directors and functional committees in 2020:

  • (II) Report on completion of the incorporation registration of the Company's subsidiary in the United States.

  • (III) Report on implementation of the credit lines for mid-term and long-term house secured loans with financial institutions:

  • (IV) Report on the plan to enhance the Company's capability to work out financial statements and on the progress of implementation.

II. Proposal discussion

Proposal 1: Passed the issue about change in the certified public accountants to certify the Company's financial statement.

  • Proposal 2: Passed the independence and competency assessment performed on the Company’s public auditor.

  • Proposal 3: Passed an addition of the Company's “management over the process to work out the financial statement.”

~ 86 ~

  • Proposal 4: Passed the capital increase through cash injection toward the Company's subsidiary Han Xuan Energy Co., Ltd.

  • Proposal 5: Passed the Company’s distribution of annual bonus to managers in 2020. Proposal 6: Passed the Company’s 2021 manager pay raise. Proposal 7: Passed the Company’s 2020 remuneration distribution to employees and directors.

3.2. Time: March 10, 2021 (Wednesday), 10:00AM

  • I. Proposal discussion

  • Proposal 1: Passed to partial amendment of the provisions of the Company’s

        - “Parliamentary Rules for Shareholders' Meetings".
    
  • Proposal 2: The election of all board directors.

  • Proposal 3: Lift the restriction of non-compete off the newly elected directors and their representatives.

  • Proposal 4: Passed the time scheduled to convene the Company's 2021 shareholders' regular meeting on May 28, 2021.

  • 3.3. Time: March 23, 2021 (Tuesday), 10:00AM

  • I. Company Reports

  • (I) Important financial operation reports:

    1. Important financial business report

      • (1) Endorsement/Guarantee report: None

      • (2) Loaning of funds report:

    2. (3) Cash equivalents and use of credit line granted by financial institutions report:

      1. Business overview report
    3. Subsidiary business overview report

  • (II) Internal audit business report:

  • II. Proposal discussion

  • Proposal 1: Passed the Company’s 2020 business report and financial statement. Proposal 2: Passed the Company’s 2020 earnings distribution.

  • Proposal 3: Passed the Company’s “2020 Internal Control System Statement.” Proposal 4 Passed the nomination of the candidates for directors and independent directors.

.

  • (XII) For the resolutions of the Board of Directors in the most recent year and as of the annual report printing date, if the directors or supervisors have different opinions on the resolutions reached by the Board of Directors and have a record or written statement made, the main contents are: None

~ 87 ~

(XIII) Summary of the resignation and dismissal of the Company’s chairman, general manager, accounting officer, financial officer, internal audit supervisor, corporate governance officer, and R&D officer in the most recent year and up to the publication date of the annual report:

Summary of the resignation of the relevant individuals of the Company


he Company
April 15, 2021
JOB TITLE NAME DATE OF
REPORTING TO
DUTY
DATE OF
DISMISSAL
REASON FOR
RESIGNATION OR
DISMISSAL
None

~ 88 ~

IV. CPA auditing fee information

(I) CPA auditing fee information:

Name of CPA Firm Name of CPAs Name of CPAs Auditing
period
Remarks
KPMG in Taiwan Tsunglin
Li
Tzuhui
Li
Starting from
2018Q3
Internal job adjustment
Amount: NT$ Thousands
Fee category
Amount bracket
Audit
fees
Non-
audit
fees
Total Remarks (Note 1)
1 Below NT$2,000 thousand
2 NT$2,000 thousand
(inclusive)~NT$4,000 thousand
3 NT$4,000 thousand
(inclusive)~NT$6,000 thousand
4 NT$6,000 thousand
(inclusive)~NT$8,000 thousand
5,930 250 6,180
5 NT$8,000 thousand
(inclusive)~NT$10,000 thousand
6 Over NT$10,000 thousand
(inclusive)

The Company shall have any of the following events disclosed:

  • (I)If the fee paid to the public auditor, CPA Firm, and the non-audit fee paid to its affiliates accounted for more than 1/4 of the audit fee, the audit and non-audit fee amount and the content of non-audit service should be disclosed: the non-audit fee amount was NT$250,000 in 2020. The Company’s non-audit fee does not exceed 1/4 of the audit fee.

  • (II) If the CPA firm is replaced and the audit fee paid in the replacement year is lower than the audit fee paid in the previous year, the audit fee before and after the said replacement shall be disclosed and the reason: No such situation

  • (III) If the audit fee is reduced by more than 10% compared with the previous year, the amount, proportion, and reason for the audit fee reduction shall be disclosed: No such situation.

~ 89 ~

CPA auditing fee information

Amount: NT$ Thousands

Name of
CPA Firm

Name
of CPA
Audit fees Non-audit Non-audit fees Auditin
g
period
of CPA

Remark
s
System
design
Business
registratio
n
Human
resources
Others
(Note 2)
小 計
KPMG in
Taiwan
Tzuhui
Li
5,930 70 6,000 109.01 Note 3
Tsungli
n Li
109.12
KPMG in
Taiwan
Chihkai
Chen
180 180 January
2020
Note 4
Decem
ber
2020
  • Note 1: If the Company has changed the certified public accountant or accounting firms during the year, please indicate the audit period separately, and explain the reason for the replacement in the remark column; also, disclose the audit and non-audit expenses in an orderly manner.

  • Note 2: Please indicate the non-audit expenses separately according to the service items. If the “miscellaneous expense” included in the non-audit expenses accounted for more than 25% of the total non-audit expenses, the service content shall be detailed in the remark column.

  • Note 3: Information of the salary remuneration to non-supervisor full-timers.

  • Note 4: Audit into business tax (VAT) in direct deduction method.

~ 90 ~

V. Information on CPA replacement

(I) About the predecessor CPA

Replacement date September 2018 September 2018 September 2018 September 2018 September 2018
Reason for and description of
replacement
Internal job adjustment
Explain whether it is terminated
by the principal or the CPA, or the
appointment is declined by the
CPA
Interested party
Status

CPA
Principal

Proactive termination of
appointment
Not applicable Not applicable
No longer accepting
(continuously)appointment
Not applicable Not applicable
The audit report issued with an
opinion other than unqualified
opinion within two years and the
reasons
None
Is there any disagreement with the
issuer?
Yes Accounting principles orpractice
Disclosure in financial report
Audit scope or steps
Others
None
V
Remarks
Other disclosures
(The disclosures made according
to Section1.4~ Section 1.7,
Paragraph 6, Article 10 of the
Regulations)
None

(II) About the successor CPA

(The disclosures made according
to Section1.4~ Section 1.7,
Paragraph 6, Article 10 of the
Regulations)
(II) About the successor CPA
None
Name of CPA Firm KPMG in Taiwan
Name of CPAs CPA: Tsunglin Li
CPA: Tzuhui Li
Date of appointment September 2018
The consultation on accounting treatment methods and
accounting principles for specific transactions and possible
opinion issued on the financial report prior to appointment
and its result
None
Written opinion of the successor CPA
that is different from the opinion of the predecessor CPA

None

(III) The reply of the predecessor accountant to the matters stated in Section 1 and Section 2.3 of Paragraph 6 of Article 10 of the Regulations: Not applicable.

~ 91 ~

  • (IV) Evaluation into certified public accountants’ attribute in independence The Company's Audit Committee members evaluate the certified public accountants’ distribution of independence through the key issues as enumerated below:

  • The certified public accountants’ detached declaration of independence

  • A same certified public accountant did not at all continually render certification services for more than seven (7) years in a row.

  • The Company conducts an evaluation through the Accounting Department over the key points of independence attribute of the certified public accountants each and every year.

  • VI. The Company’s Chairman, President, manager of finance or accounting who has worked in the public auditor’s CPA Firm or affiliates within the most recent year: None.

~ 92 ~

VII. Changes in shareholdings of directors, managers, and major shareholders

(I) Changes in shareholdings of directors, managers, and major shareholders.

Job title Name 2020 As of March 31,2021 As of March 31,2021
Increase (decrease)
in the number of
shares held
Increase (decrease) in
the number of shares
pledged
Increase (decrease) in the
number of shares held

Increase (decrease) in the
number of shares pledged
Chairman C.S. Chen
Director Liang Yi Investment
Co.,Ltd.
Incorporated
representative
oftheDirector
Belle Lee
Director BennyChen
Director Joseph Lee (186)
Director Yu-An Chen
Director Kuan-MingLin
Independent
Director
Ting Herh
Independent
Director
Michael Tsai
Independent
Director
James Kao
Chief Executive
Officer

C.S. Chen
President BennyChen
Chief
Technology
Officer
Joseph Lee (186)
Executive Vice
President
Belle Lee
Procurement
Officer
Shaoming Chen
Chief Engineer HsiangchingTseng
Accounting
Officer
Limei Pan
Finance Officer Liyu Lin
Vice President Juichin Wu
Vice President ChunhsiungWang

(II) Equity transfer information: None

(III) Equity pledge information: None

~ 93 ~

VIII. Top-ten shareholders who are the relatives to each other as stipulated in Article 6 of the Financial Accounting Standards or the spouses and the second cousins

March 30,2021 March 30,2021 March 30,2021 March 30,2021 March 30,2021 March 30,2021 March 30,2021 March 30,2021 March 30,2021
NAME SHAREHOLDING
OF THE
PRINCIPAL
SHAREHOLDIN
G OF SPOUSE
AND MINOR
CHILDREN
TOTAL
SHARES
HELD IN
THE
NAME OF
OTHERS
THE TITLES, NAMES,
AND RELATIONSHIPS
OF THE TOP-TEN
SHAREHOLDERS WHO
ARE RELATED ORTHE
SPOUSES AND THE
SECONDCOUSINS.
REMARKS
Shares Shareholding
ratio (%)
Shares Shareholding
ratio (%)
Shares Shareholding
ratio (%)
Name Relationship
Belle Lee 8,825,867 4.63 - - - - Kuo-Yu
Wang
Kuo-Wei
Wang
Daughter
Son
-
The Business
Department of
Standard Chartered
International
Commercial
Bank's has been
entrusted to take
custody of Fubon
Modern Life
Insurance Co.,
Ltd.-SA
Investment
Account.
7,671,000 4.02 - - - - - - -
Liang Yi
Investment Co.,
Ltd.
7,173,571 3.76 - - - - - - -
Yuanta Taiwan
High Dividend
Fund Account
6,787,143 3.56 - - - - - - -
American
JPMorgan Chase
Bank Taipei
Branch has been
entrusted to take
custody of
Stichting
6,145,000 3.22 - - - - - - -

~ 94 ~

Depositary APG
Emerging Market
Equity Mutual
Fund Investment
Account
Song Quan
CompanyLimited
4,242,800 2.23 - - - - - - -
Kuo-Yu Wang 3,855,524 2.02 - - - - Belle
Lee
Mother/daug
hter
-
Kuo-Wei Wang 3,784,160 1.99 - - - - Belle
Lee-
Mother/son -
C.S. Chen 2,902,434 1.52 21,340 0.01%
-
- - - -
Citi (Taiwan)
Commercial Bank
has been entrusted
to take custody of
the investment
account of the
Central Bank of
Norway.
2,831,000 1.49 - - - - - - -

~ 95 ~

IX. Comprehensive shareholding ratio:

Unit: Shares; %; March 31, 2020

Transfer investment The Company’s investment The Company’s investment Directors, supervisors,
managers, and
investments of the
directly or indirectly
controlled business
Directors, supervisors,
managers, and
investments of the
directly or indirectly
controlled business
Comprehensive investment Comprehensive investment
Shares Shareholding
ratio
Shares Shareholding
ratio

Shares
Shareholdin
gratio
Ablerex Electronics Co., Ltd. 14,986,502
33.30﹪
14,986,502
33.30﹪
Wholetech System Hitech
Limited
9,946,080
13.61﹪
9,946,080
13.61﹪
UNITED INTEGRATED
SERVICES CO., LTD. (BVI)
17,698,630
100.00﹪
17,698,630 100.00﹪
UniMEMS Manufacturing Co.,
Ltd.
2,095,000
19.49﹪
2,095,000
19.49﹪
Jiangxi United Integrated
Services Company
Note 1
75.00﹪
Note 1
75.00﹪
UNITED INTEGRATED
SERVICES CO., LTD.
(Singapore)
Note 1
100.00﹪
Note 1 100.00﹪
JG Environmental Technology
Co.,Ltd.
3,487,989
17.01﹪
3,487,989
17.01﹪
Eco Energy Corporation 6,629,959
16.57%

6,629,959
16.57%
Han Xuan Energy Co.,
Ltd.
15,000,000
100.00﹪
15,000,000 100.00﹪
Han Te Energy Co., Ltd. 9,000,000
100.00﹪
9,000,000 100.00﹪
UNITED INTEGRATED
SERVICES(USA)CORP

2,000,000

100.00﹪
2,000,000 100.00﹪

Note: Investment under the Equity Method of the Company Note 1: It is registered with the capital contribution amount indicated.

~ 96 ~

Four. Public offering

I. Capital stock and shares

Four. Public offering
I. Capital stock and shares
Four. Public offering
I. Capital stock and shares
Four. Public offering
I. Capital stock and shares
Four. Public offering
I. Capital stock and shares
Four. Public offering
I. Capital stock and shares
Four. Public offering
I. Capital stock and shares
Four. Public offering
I. Capital stock and shares
Four. Public offering
I. Capital stock and shares
Four. Public offering
I. Capital stock and shares
(I)
Source of capital:
Unit: Thousand shares;NT$Thousands
Month/
Year
Issuing
Price
(NT$)
Authorized capital
stock
Paid-in capital Remarks

Shares
Amount Shares Amount Source of
capital
Paid-in
capital of
assets
other than
cash
Others
Septembe
r 1982
10 註1 5,100
註1
5,100
Initial capital
stock
None
August
1985
10 註1 15,100
註1
15,100 Capitalization of
cash
None
August
1987
10 註1 55,100
註1
55,100 Capitalization of
cash
None
July 1988
10
註1 85,100
註1
85,100 Capitalization of
cash
None
Novembe
r 1990
10 14,060
140,600

14,060
140,600
Consolidated
capital increase
None
Novembe
r 1991
10 17,100
171,000

17,100
171,000 Capitalization of
cash
None
August
1995
10 90,000
900,000

42,230
422,300
Capitalization of
cash and earnings

None
Septembe
r 1996
10 90,000
900,000

50,676
506,760 Capitalization of
earnings
None
May 1997
10
90,000
900,000

60,811
608,112 Capitalization of
earnings
None
May 1998
10
90,000
900,000

76,930
769,297
Capitalization of
earnings and
employee bonus
None
August
1998
10 90,000
900,000

89,930
899,297 Capitalization of
cash
None 1998.7.22 (1998) Tai.Chai.Jen (I) No.
59372 Letter
August
1999
10 180,000
1,800,000
114,322 1,143,222
Capitalization of
earnings and
employee bonus
None 1999.7.8 (1999) Tai.Chai.Jen (I) No.
62332 Letter
July 2000
10
180,000
1,800,000
145,313 1,453,129
Capitalization of
earnings, additional
paid-in capital, and
employee bonus
None 2000.6.20 (2000) Tai.Chai.Jen (I) No.
53145 Letter
July 2001
10
180,000
1,800,000
163,675 1,636,755
Capitalization of
earnings, additional
paid-in capital, and
employee bonus
None 2001.6.8 (2001) Tai.Chai.Jen (VI) No.
136314 Letter
July2002
10
180,000
1,800,000
179,216 1,792,158
Capitalization of
earnings and
employee bonus
None 2002.6.14 Tai.Chai.Jen -I No.
0910132448 Letter
July2003
10
210,000
2,100,000
188,840 1,888,398
Capitalization of
earnings and
employee bonus
None 2003.7.1 Tai.Chai.Jen -I No.
0920129184 Letter
March
2004
10 210,000
2,100,000
190,210 1,902,097
Corporate bond
converted to
stockshares
None 2004.3.5 Jin.So.Sun.Tzi No.
09301036350
June 2004
10
210,000
2,100,000
194,594 1,945,937
Corporate bond
converted to
stockshares
None 2004.6.25 Jin.So.Sun.Tzi No.
09301110720
August
2004
10 300,000
3,000,000
214,738 2,147,379
Capitalization of
earnings and
employee bonus;
corporate bond
converted to stock
shares
None 2004.8.17 Jin.So.Sun.Tzi
No.09301152040
August
2005
10 300,000
3,000,000
236,613 2,366,127
Capitalization of
earnings and
employee bonus;
corporate bond
converted to stock
shares
None 2005.8.18 Jin.So Sun.Tzi
No.09401158100

~ 97 ~

August
2006
10 300,000
3,000,000
251,072 2,510,724
Capitalization of
earnings and
employee bonus
None 2006.8.18 Jin.So.Sun.Tzi
No.09501182170
Septembe
r 2011
10 300,000
3,000,000
247,483 2,474,834
Capital decrease
with Treasury Stock
cancelled

None
2011.9.21 Fu.Du.Jen.Tzi No.
10071686000
December
2011

10
300,000
3,000,000
238,233 2,382,334
Capital decrease
with Treasury Stock
cancelled

None
2011.12.06 Jin.So.Sun.Tzi
No.10001274090
October
2018
10 300,000
3,000,000
190,587 1,905,867
Capital decrease
with cash refunded
None 2018.10.26 Jin.So.Sun.Tzi
No.10701133530

Note 1: The Company was originally a limited company; therefore, the number of shares is not stated.

As of April 15, 2021. Unit: Shares

Type of
stock
shares
Authorized capitalstock Authorized capitalstock Remarks
Outstanding shares Unissued stock shares Total
Common
stock
190,586,698 (issued shares) 109,413,302 300,000,000

The public offering and issuance of securities by shelf registration: None.

(II) Shareholder structure

Common
stock
190,586,698 (issued shares)
109,413,302
300,000,000
The public offering and issuance of securities by shelf registration: None.
(II) Shareholder structure
Common
stock
190,586,698 (issued shares)
109,413,302
300,000,000
The public offering and issuance of securities by shelf registration: None.
(II) Shareholder structure
Common
stock
190,586,698 (issued shares)
109,413,302
300,000,000
The public offering and issuance of securities by shelf registration: None.
(II) Shareholder structure
Common
stock
190,586,698 (issued shares)
109,413,302
300,000,000
The public offering and issuance of securities by shelf registration: None.
(II) Shareholder structure
Common
stock
190,586,698 (issued shares)
109,413,302
300,000,000
The public offering and issuance of securities by shelf registration: None.
(II) Shareholder structure
Common
stock
190,586,698 (issued shares)
109,413,302
300,000,000
The public offering and issuance of securities by shelf registration: None.
(II) Shareholder structure
Common
stock
190,586,698 (issued shares)
109,413,302
300,000,000
The public offering and issuance of securities by shelf registration: None.
(II) Shareholder structure
March 30,2021
Shareholder
structure
QTY


Government
agency
Financial
institution
Other legal
persons
Individuals Foreign
institutions and
foreigners
Total
Number of
persons
2
32

238

28,444

229

28,945
Shareholding 474,800 12,084,232
21,606,548
109,659,187 46,761,931
190,586,698
Shareholding
ratio
0.25%
6.34%

11.34%

57.54%

24.54%

100.00%

~ 98 ~

(III) Equity dispersion

Equity dispersion
March30,2021
Shareholding bracket Number of
shareholders
Shareholding to total shares
1~999 10,445
2,310,160

1.21%
1,000~5000 15,461
28,042,117

14.71%
5,001~10,000 1,546
11,999,472

6.30%
10,001~15,000 448
5,697,867

2.99%
15,001~20,000 289
5,267,779

2.76%
20,001~30,000 254
6,345,847

3.33%
30,001~40,000 126
4,489,559

2.36%
40,001~50,000 84
3,878,590

2.04%
50,001~100,000 145
10,430,782

5.47%
100,001~200,000 59
8,864,189

4.65%
200,001~400,000 44
12,352,825

6.48%
400,001~600,000 11
5,502,161

2.89%
600,001~800,000 5
3,294,975

1.73%
800,001~1,000,000 3
2,615,795

1.37%
Over 1,000,001 25 79,494,580 41.71%
Total 28,945 190,586,698 100.00%

~ 99 ~

(IV) Major shareholders list

Shareholders holding more than 5% of total shares or the top-ten shareholders. April 21, 2019

Shares
Name of major shareholders

Shareholding
Shareholding ratio
Belle Lee 8,825,867
4.63%
The Business Department of Standard
Chartered International Commercial
Bank's has been entrusted to take
custody of Fubon Modern Life
Insurance Co., Ltd.-SA Investment
Account.
7,671,000
4.02%
Liang Yi Investment Co., Ltd. 7,173,571
3.76%
Yuanta Taiwan High Dividend Fund
Account
6,787,143
3.56%
American JPMorgan Chase Bank
Taipei Branch has been entrusted to
take custody of Stichting Depositary
APG Emerging Market Equity Mutual
Fund
6,145,000
3.22%
Song Quan Company Limited 4,242,800
2.23%
Kuo-Yu Wang 3,855,524
2.02%
Kuo-Wei Wang 3,784,160
1.99%
C.S. Chen 2,902,434
1.52%
Citi (Taiwan) Commercial Bank has
been entrusted to take custody of the
investment account of the Central Bank
of Norway.

2,831,000

1.49%

(V) Price per share, net worth, earnings, dividends, and related information for the last two years

Unit: NT$

Unit: NT$
Item Year
2019
2020 As of March 31,
2021
Market
price per
share
Max. 196 231.50 254.00
Min. 90.20 130.50 216.50
Average 140.69 198.42 237.52
Net worth
per share
Before distribution 44.95 52.49 -
Afterdistribution 31.95 To beresolved -
Earnings per
share
Weighted average shares 190,586,698 190,586,698 -

Earnings
per
share

Beforeretroaction
14.77 21.16 -
After retroaction - - -
Dividend
per share
Cashdividend 13 To beresolved -
Stock
dividend
Beforeretroaction - To beresolved -
After retroaction - To beresolved -
Accumulated unpaid dividend - - -
Return on
Investment
analysis
Profit-Earnings ratio (P/E
ratio)
9.64 9.38 -
Ratio ofdividend 10.96 To beresolved -
Cashdividend yield 9.13 To beresolved -

~ 101 ~

( VI) Company’s dividend policy and implementation

  1. Dividend policy

The Company’s earnings, if any, should be applied to pay tax and make up for losses, and then appropriate 10% legal reserve. However, when the legal reserve is equivalent to the paid-in capital of the Company, the appropriation of the legal reserve could be ceased. In addition, special reserves will be appropriated or reversed according to law and regulations. The remaining amount, if any, plus the accumulated undistributed earnings will be available for distribution according to the proposal of the Board of Directors. The distribution of dividends to the shareholders should be presented in the shareholders meeting for resolutions. For the earnings distribution in the form of cash dividend as stated in the preceding paragraph, the Board of Directors is authorized to have it distributed with a special resolution reached and have it reported in the shareholders meeting. The Company’s dividend policy is based on current and future development plans, considering the investment environment, capital needs, and domestic and international competition, and taking into account the interests of shareholders and other factors, in order to stabilize business development and protect investors’ rights and interests. The dividends to shareholders can be in the form of cash dividend and/or stock dividend; also, the cash dividend is not less than 25% of the total dividend.

If the Company has no loss, the earnings distribution can be resolved specifically in the shareholders meeting according to the Company Act, which is issuing stock dividend or cash dividend with the legal reserve exceeding 25% of the paid-up capital and all or part of the capital reserve in compliance with the Company Act. When cash dividend is to be distributed, the Board of Directors is authorized to have it distributed with a special resolution reached and have it reported in the shareholders' meeting.

  1. The dividend distribution proposed in the current shareholders meeting Here at the Company, the Board of Directors already proposed on March 23, 2021 the distribution of the Company's earnings of 2020 at the total dividend amounting to NT$3,239,973,866 which shall be allocated in cash dividend in full, at NT$17 cash dividend per share.

  2. Significant changes in the expected dividend policy: The aforementioned policies will be implemented accordingly in the next three years without significant changes expected.

~ 102 ~

  • (VII) The impact of the proposed stock dividend proposed by the shareholders’ meeting on the Company’s operating performance and earnings per share: The Company had no stock dividend distributed in 2020; therefore, it is not applicable.

Unit: NT$ thousand

applicable. Unit: NT$ thousan
Item Year 2021
Paid-in capital - beginning 1,905,867
Distribution of
stock dividend
and cash
dividend in
current year

Cash dividend per share (NT$)
17.00
Stock dividend (shares) per share from the capitalization of
earnings

-
Stock dividend (shares) per share from the capitalization of
additional paid-in capital

-
Changes in
business
performance
Operating profit -
Ratio of increase (decrease) in operating profit over the
same period last year
-
Net income -
Ratio of increase (decrease) in net income over the same
period last year
-
Earnings per share -
Ratio of increase (decrease) in earnings per share over the
same period last year
-
Annual average return on investment (annual average E/P
ratio)
-
Proforma
earnings per
share and P/E
ratio
If the capitalization of
earnings is fully distributed
with cash dividends
Proforma earnings per
share (NT$)
-
Proforma annual average
return on investment
-
If the capitalization of
additional paid-in capital is
not arranged
Proforma earnings per
share (NT$)
-
Proforma annual average
return on investment
-
If the capitalization of
additional paid-in capital is
not arranged and the
capitalization of earnings is
with cash dividend distributed
Proforma earnings per
share (NT$)
-
Proforma annual average
return on investment
-

~ 103 ~

(VIII) Remuneration of employees and directors

  1. The percentage or range of remuneration to employees and directors as stipulated in the Company’s Articles of Association:

According to the Company’s Articles of Association, if the Company has earnings resulted in the year; an amount equivalent to 6%~10% of the earnings should be appropriated as remuneration to employees. The Board of Directors decides the distribution of stock dividend and cash dividend; also, the employees of the subsidiaries that meet certain conditions are also entitled to the said remuneration. The Board of Directors of the Company may base on the aforementioned earnings to resolve having not more than 2% of the earnings appropriated as remuneration to directors. The proposal for the distribution of remuneration to employees and directors shall be presented for resolutions at the shareholders meeting. However, when the Company still has accumulated losses, an amount equivalent to the said loss should be reserved to make up for the loss in advance, then appropriate remuneration to employees and directors according to the said percentage in the preceding paragraph.

  1. If the estimation basis for the remuneration to the employees and directors, the basis for the calculation of the stock dividend as remuneration to employees, and the actual distribution amount different from the estimated amount in the current period, the accounting treatment is as follows:

  2. If the estimation basis for the remuneration to the employees and directors, the basis for the calculation of the stock dividend as remuneration to employees, and the actual distribution amount in 2020 different from the estimated amount in the current period, they are booked in the profit and loss in 2021.

  3. The distribution of remuneration resolved by the Board of Directors:

  4. (1) The amount of remuneration to employees and directors with cash dividend or stock dividend distributed. If it is different from the amount estimated in the expense recognizing year, the amount of differences and the root cause should be disclosed.

Here at the Company in 2020, the report on distribution of remuneration to employees and remuneration to directors was passed in the board of directors meeting convened on January 28, 2021, with remuneration to employees amounting to NT$524,000,000 and remuneration to directors amounting to NT$47,000,000.

~ 104 ~

Unit: NT$

Unit: NT$
Distribut
ion item
Employee
cash
bonus
The
distribution
amount
proposed by
the Board of
Directors (A)
The amount
estimated in the
expense
recognizing year
(B)
Amount of
difference
(B-A)
Reason for
difference and
treatment and
treatment
524,000,000 524,000,000 0 None
Remune
ration of
Directors
47,000,000 47,000,000 0
  • (2) The stock dividend distributed as remuneration to employees and the ratio to the total amount of net income and remuneration to employees in the subsidiary’s financial report or the individual financial report in the current period: the Company has no intention to distribute stock dividends to employees in 2019.

  • The earnings of the previous year used for the distribution of remuneration to employees, directors, and supervisors:

Unit: NT$ Thousands

Last year (2019) Last year (2019) Last year (2019)
The actual
distribution of
stock shares is
resolved in the
shareholders
meeting
The distribution
of stock shares
originally
proposed by the
Board of
Directors
Variance Root
cause
Distribution
1. Employee cash bonus
2. Employee stock dividend
3. Remuneration to directors
and supervisors
390,000
33,000


390,000
33,000


None
None
-

~ 105 ~

(IX) Repurchase of the Company’s stock shares

April 15, 2021

April 15, 2021
Repurchase term 1st time 2nd time 3rd time 4th time 5th time 6th time
Purpose of repurchase Transfer shares to
employees
Transfer shares to
employees
Transfer shares to
employees
Transfer shares to
employees
Transfer shares to
employees
Transfer shares to
employees
Repurchase period November 23,
2000~January 22, 2001
August 8, 2001~October
7, 2001
October 9,
2001~December 8, 2001
July 24, 2008~September
23, 2008

October 22,
2008~November 20,
2008
August 11,
2011~October 7, 2011
Repurchase price range 22~30 14~29 12~27 15.50~30 12~28 23~33
Type of stock and shares
repurchased
Common stock
3,000 thousand shares
Common stock
6,067 thousand shares
Common stock
7,000 thousand shares
Common stock
8,871thousand shares
Common stock
1,257 thousand shares
Common stock
7,993 thousand shares
Amount of repurchase
shares
71,680,603 116,721,309 139,154,310 191,412,351 17,339,767 229,318,034
The ratio of the quantity
bought back to the quantity
planned to be bought back
(%)
100% 60.67% 100% 44.36% 8.38% 42.07%
Number of shares that have
been processed for sale and
transfer


3,000 thousand shares
6,067 thousand shares 7,000 thousand shares 8,871 thousand shares 1,257 thousand shares 7,993 thousand shares
Cumulative shareholding of
the Company’s stock

Ratio of cumulative
shareholding of the
Company’s stock to the
total number of issued
shares (%)

II. Issuance of corporate bond: None III. Issuance of preferred stock: None. IV. Issuance of global depository receipt: None. V. Issuance of employee stock warrant: None.

VI. Merger or acquisition or transfer of shares from other company with stock shares issued: None. VII. Implementation of fund plan: The Company did not have securities issued or private placement arranged in the most recent year.

~ 106 ~

Five. Operational overview

I. Business content

  • (I) Business scope

  • The main business content and business ratio of the Company:

    • (1) Main contents: The construction of semiconductor, optoelectronics and other technology plants; the consultancy work for cleanrooms, control, electromechanical, and special process system construction, design, and planning; and maintenance operation services.

    • (2) Business ratio:


Businessratio:
Item 2019 2020
System integration 98.31% 99.42%
Maintenance service 0.21% 0.16%
Design business and
product sales
1.48% 0.42%

(II) Industry overview

  1. Current and future industry prospects:

  2. (1) The Company has primarily engaged in such business lines as to serve the hightech industry in planning for plant construction and expansion, including the semiconductor industry, optoelectronics industry, packaging and testing industry, solar energy industry, LED industry, biotechnology industry and the like. Given the Company's revenue in the past five years, the aforementioned industries account for more than 90% of the Company's total revenues.

  3. (2) While just last year, Taiwan's high-tech industry was highly enthusiastic about building new plants while Mainland China's counterparts were less enthusiastic. With more competitors joining the competition, our revenue decreased from the preceding year. After the sum up, anyway, the entire year's performance still hit an all time high.

  4. (3) The enthusiasm to build new plants in Taiwan's high-tech industries remains pretty high this year and next. While revenues recognized in Micron's large-scale projects will decline in the present year, the overall revenue would inevitably decline slightly this year. Still, we see another chance to hit another all time high next year.

  5. Relevance of the up, middle and downstream amidst industries: Our Company undertakes system integration services for the construction of high-tech plants. For that purpose, we must possess the technology and sufficient management workforce. In terms of suppliers including subcontracting manufacturers and suppliers for materials and equipment, we possess multiple supply sources and are virtually free of the risk of being cut off from or insufficient supply. Toward the price increase of materials and the shortage of skilled workers with special expertise, nevertheless, we must try hard in prevention with sound educational & training programs so that we may be free of problems in mounting costs and shortage of workforce.

  6. Product development trend and competition:

  7. (1) The whole plant construction services will become a very natural trend in the future. Our company is one of very few capable manufacturers in our country and our primary competitors are Maister and L&K Engineering Co., Ltd.

  8. (2) In terms of clean room integration services, amidst the weakening of the

~ 107 ~

competitiveness of foreign manufacturers, our market share of the has boosted significantly. Other competitors include L&K Engineering Co., Ltd., Maister, Acter Co. Ltd. and Yankey Engineering Co., Ltd..

  - (3) The electromechanical integration service is attributed to local characteristics and, in turn, is less subject to foreign competition. In this regard, our Company is in a leading position. Primary competitors are L&K Engineering Co., Ltd., Acter Co. Ltd., and Yankey Engineering Co., Ltd..

  - (4) The Hook-UP Project is divided into multiple professional systems where all systems are formidable competitors. Our Company is more competitive in the power and PCW professions.
  1. The impact incurred by the coronavirus pandemic (COVID-19) upon the Company. Those projects being in progress in Taiwan have not been subject to an impact so far. Those projects in Mainland China have been delayed, in particular the project site at Wuhan. Luckily the order has not been cancelled, notwithstanding the delay. Where the Company's major revenues come within Taiwan in the present year, there would not be a too significant impact upon our overall revenues.

  2. (III) Technology and R&D overview

  3. R&D expenses invested in the last two years and as of December 31, 2020:

Unit: NT$ Thousands
% of current annual
operating income
0.1467%
0.0969%
Year R&D expense
% of current annual
operating expense
% of current annual
operating income
108 35,100 3.7184% 0.1467%
109 34,723 3.2649% 0.0969%
  1. Research and development achievement:

  2. (1) Continuing to develop wireless home security monitoring system that helps make the overall system more complete.

  3. (IV) Long-term and short-term business development plans:

  4. In the short term, the business opportunities in market will grow to a certain extent, and the Company’s revenue will also grow. Under this circumstance, it is also necessary to strengthen internal management, reduce costs, train cadres, upgrade technology, and perform customer service work to meet future challenges.

  5. In the long run, we will deepen the integration of high-tech factory systems on both sides of the strait and strengthen the markets outside the two sides of the strait, making the Company the largest system integration service provider on both sides of the strait and becoming a world-class company.

  6. In response to TSMC's establishment of a factory in the United States, our Company sets up a new firm in the United States to vigorously boost.

  7. We shall set up a Green Energy Business Office to put forth maximum possible efforts to develop solar photovoltaic-related businesses.

  8. The wireless security monitoring product R&D will be enhanced. Wireless security monitoring businesses had begun to become profitable. In the future, we will try our best to expand the market share and to increase turnover and profit.

~ 108 ~

II. Market and production and sales overview (I) Market analysis

  1. Major target markets for our sales of commodities or businesses:
Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand
2019 2020
Item Area Amount % Amount
Engineering
Integration
Domestic 18,882,128 78.94 33,433,048 93.29
Offshore 4,633,905 19.37 2,197,493 6.13
Maintenance Domestic 51,252 0.21 55,997 0.16
Offshore 0 0 0 0
Design Domestic 339,480 1.43 144,785 1.40
Offshore 13,868 0.05 5,319 0.02
Total 23,920,633 100 35,836,642 100

2. Future market supply and demand:

  • - - Taiwan

Taiwan has held a leading position in the global semiconductor and optoelectronics industry, making it a two-industry powerhouse that is a point of pride for Taiwan. This industry has the characteristics of either advancing or retreating; therefore, it must continue to maintain its leading position in process enhancement and expansion of production capacity. In the long run, it provides the base for the stable development of the Company.

- - Mainland China

China has invested heavily in the semiconductor and panel industry, which will become the main business opportunity for the Company’s growth.

  1. Business objectives

The Company has based on the business philosophy of “profession, teamwork, and efficiency” to accumulate technical experience for more than a decade, cultivate and recruit outstanding talents in related fields; also, has established a reputation of professionalism and quality in the industry. The trust and affirmation of customers has helped the business of the Company grow. The continuous management improvement will help reduce operating costs and enhance profitability of the Company. Given the gradual expansion of market demand, the established business objectives could be ensured.

  1. Advantages and disadvantages affecting the Company’s future development Advantages

  2. (1) Expanded market demand and increased business opportunities

  3. (2) The Company is in a leading position in business performance and has easily obtained customer trust and government engineering bidding qualifications to win over businesses.

~ 109 ~

  • (3) In a large-scale and complex integration project, there are not many domestic competitors who can compete. If competitors are foreign manufacturers, the Company has the advantages of familiarity with local operating environment, local relevant regulations, and local low-cost technology and management.

  • (4) Taiwanese businesspeople in Mainland China are more experienced in the high-tech industry because they share the same culture and background as the mainlanders. Therefore, they retain certain competitiveness.

  • (5) The Company has an experienced technical and management team with low operational risks for difficult projects.

Disadvantages

  - (1) The experience of the owners in building factories is increasingly established and the effort in cost control is maturing. It is not easy to have a high profit margin while price competition is severe. In particular, the recent sharp rise in raw materials, workforce shortages and such rising prices will become an impact. In this regard, the Company has been working hard to improve and upgrade its procurement, management, technology, construction methods, and in-house processing improvements; therefore, this unfavorable factor can be minimized.

  - (2) The competition in this industry is fierce over smaller projects.
  • (II) Intended use of the main products and production process

  • Intended use of the main products:

    • (1) System integration: Integrate system control and electromechanical engineering, including the design planning, installation, and test of the computer, communication, instruments, automation engineering and utilities, air conditioning, fire protection, etc. in order to satisfy the overall needs of the customers.

    • (2) Maintenance Engineering: Various maintenance engineering services are provided to fulfill the needs of customers for a smooth operation.

    • (3) Design business: Mainly for the design of mechanical and electrical engineering, computer room engineering, etc. of new factory buildings.

  • Production process: not applicable.

  • (III) Availability of major raw materials: Not applicable.

~ 110 ~

  • (IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease occurred:

1. Main suppliers:

(IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last
two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease
occurred:
1. Main suppliers:
(IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last
two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease
occurred:
1. Main suppliers:
(IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last
two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease
occurred:
1. Main suppliers:
(IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last
two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease
occurred:
1. Main suppliers:
(IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last
two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease
occurred:
1. Main suppliers:
(IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last
two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease
occurred:
1. Main suppliers:
(IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last
two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease
occurred:
1. Main suppliers:
(IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last
two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease
occurred:
1. Main suppliers:
(IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last
two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease
occurred:
1. Main suppliers:
(IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last
two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease
occurred:
1. Main suppliers:
(IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last
two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease
occurred:
1. Main suppliers:
(IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last
two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease
occurred:
1. Main suppliers:
(IV) The name of the customers who had accounted for more than 10% of the total purchases (sales) of goods in one of the last
two years and the amount and proportion of the goods purchased (sold), and the reasons for any increase or decrease
occurred:
1. Main suppliers:
Major suppliers in the last twoyearsUnit: NT$Thousands
2019 2020 As of thelastquarterof 2021 (Note)
Item Name Amount % of
annual net
purchase
amount
Relation
ship
with the
issuer
Name Amount % of
annual net
purchase
amount
Relations
hip with
the issuer
Name Amount % of the net
purchase amount
up to the last
quarter of the
current year

Relationshi
p with the
issuer
1 SupplierC 1,442,941
7.38%
None Supplier A 7,679,774
25.47%
None - - - -
2 Supplier B 1,077,506 3.57% None - - - -
3 - - - -
4 - - - -
5 - - - -
6 - - - -
7 - - - -
8 - - - -
9 - - - -
10 - - - -
Others
18,126,452

92.62%
Others
21,395,216

70.96%

- - - -
Net
purchase
amount



19,569,393

100%
Net
purchase
amount



30,152,496

100%

- - - -

Note: As of the publication date of the annual report, the 2021 Q1 financial data has not been reviewed by the certified public accountant and will not be listed.

Note 1:The name of the customers who had accounted for more than 10% of the total purchases of goods in the last two years and the amount and proportion of the goods purchased. However, if the name of the suppliers may not be disclosed due to the contracts signed or the counterparty of the transaction is a non-related individual, the name should be disclosed instead of the supplier code.

~ 111 ~

2. Major customers:

Major customer in the last 2 years

Major customer in the last 2 years Major customer in the last 2 years Major customer in the last 2 years Major customer in the last 2 years Major customer in the last 2 years Major customer in the last 2 years Major customer in the last 2 years Major customer in the last 2 years Major customer in the last 2 years Major customer in the last 2 years Major customer in the last 2 years Major customer in the last 2 years Major customer in the last 2 years
Unit: NT$Thousands
2019 2020 As of the last quarter of 2021 (Note)
Item Name Amount % of the
annual net
sales
amount
Relation
ship
with the
issuer
Name Amount % of the
annual net
sales
amount
Relatio
nship
with the
issuer

Name
Amount % of the net
sale amount up
to the last
quarter of the
current year
Relations
hip with
the issue
1 Customer
A
10,564,447
44.16%
None Customer
G
23,508,210
65.60%
None - - - -
2 Customer
G
6,558,263
27.42%
None Customer
A
9,246,496
25.80%
None - - - -
3 Customer
B
1,444,794
6.04%
None Customer I 502,226
1.40%
None - - - -
4 - - - -
5 - - - -
6 - - - -
7 - - - -
8 - - - -
9 - - - -
10 - - - -
Others 5,353,129
22.38%
Others 2,579,710
7.20%
Others - - -
Net sale
amount
23,920,633
100%
Net sale
amount
35,836,642
100%
Net sale
amount
- - -

Note: As of the publication date of the annual report, the 2021 Q1 financial data has not been reviewed by the certified public accountant and will not be listed.

Note 1: The name of the customers who had accounted for more than 10% of the total sales of goods in the last two years and the amount and proportion of the goods sold. However, if the name of the customers may not be disclosed due to the contracts signed or the counterparty of the transaction is a non-related individual, the name should be disclosed instead of the supplier code.

Changes in the customers of the Company are arising from normal operating activities, and there are no special changes occurred.

~ 112 ~

(V) Production quantity and value in the last two years

Unit: NT$ Thousands

Year
Production quantity
and value
Main products
(or departments)

2019

2019

2019
2020 2020 2020
Productivity
(Note 1)

Production
quantity
(Note 1)
Production value Productivity
(Note 1)

Production
quantity
(Note 1)
Production value
System integration 19,362,693 30,084,477
Maintenance 24,152 16,376
Design business and product
sales
182,548 51,643
Total 19,569,393 30,152,496

Note 1: The main business of the Company is to serve high-tech industry with its plant construction

and expansion. The nature of each project is different and cannot be quantified.

(VI) Sales quantity and value in the last two years

Unit: NT$ Thousands

Year
Sales quantity
and value
Main products
(or departments)
2019 2019 2019 2019 2020 2020 2020 2020
Domestic sales Exports Domestic sales Exports
QTY
Note
1
Value QTY
Value
QTY
Value
QTY
Value
System integration 18,882,128 4,633,905 33,433,048 2,197,493
Maintenance 51,252 0 55,997 0
Design business and
product sales
339,480 13,868 144,785 5,319
Total 19,272,860 4,647,773 33,633,830 2,202,812

Note 1: The main business of the Company is to serve high-tech industry with its plant

construction and expansion. The nature of each project is different and cannot be quantified.

~ 113 ~

III. Staff information in the last two years and as of the annual report

printing date

ting date date date date
March 31, 2021
Year 2019
2020

As of March 31, 2021
Number of
employees
Technicians 520 550 557
Administration
personnel
143 157 159
Project workers 108 103 94
Total 771 810 810
Average age 42.65 42.79 42.86
Average service years 10.43 10.45 10.44
Education
level
PhD 0.30% 0.28% 0.28%
Master 5.01% 6.44% 6.32%
College and University 72.23% 73.25% 73.56%
HighSchool 19.58% 17.60% 17.59%
Under high school 2.88% 2.43% 2.25%

IV. Environmental expenditure information

  • (I) The Company has suffered losses due to environment pollution in the most recent year and up to the publication date of the annual report (including compensation and environmental protection audits that concluded violations of environmental protection laws and regulations, the date of punishment, the case number of the punishment, in violation of the governing provisions, the content of the violation, and the content of the punishment) shall be detailed; also, the current and future estimated amounts and responsive measures shall be disclosed. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated shall be explained in details: None.

  • (II) The Company’s countermeasures for improving environmental pollution: The Company engages in the system integration technical service industry and there is no environmental pollution situation, so there is no need to take countermeasures for improvement.

  • (III) Future response measures and possible expenses: Due to the recent general awareness of environmental protection, the Company demands that all manufacturers cooperate in engineering safety and health and environmental protection measures throughout the construction process in order to comply with the provisions of labor safety and health regulations. The clean and delivery of the waste generated is specified in the contract. At present, the environmental protection work at each site has been thoroughly implemented and well appreciated. Therefore, the Company has no major environmental protection expenditures expected in the next two years.

~ 114 ~

V. Labor Relations

  • (I) The implementation of various employee welfare measures, advanced study, training, and retirement system, as well as the agreement between labor and the management:

  • Employee welfare measures:

    • (1) The establishment of the employee welfare committee to appropriate welfare funds in accordance with the law, and to handle various welfare businesses.

    • (2) Provide employee with labor and health insurance.

    • (3) Issue Dragon Boat Festival, Mid-Autumn Festival, and year-end bonuses.

    • (4) Appropriate pension reserves in accordance with government requirements.

    • (5) Various subsidy plans of the Welfare Committee.

  • Education and Training:

Education and training are a long-term and planned talent training program of the Company, including:

  • (1) New recruits’ education and training.

  • (2) Employee on-job training.

  • (3) Professional skills training.

  • Retirement system:

The Company has offered a labor retirement plan stipulated for all official employees. According to the said retirement plan, the payment of employee pension is calculated according to the pension points earned for the service years and the average salary of the six months before retirement. The pension points are the total of 2 points per year for the first 15 service years and 1 point per year after the fifteen service year with a maximum of 45 points per employee. Under the said retirement plan, the pension payment is fully borne by the Company. With the implementation of the Labor Pensions Act (hereinafter referred to as the “New Pension Plan”) since July 1, 2005, for the employees who originally subject to this retirement plan choose to switch to the defined contribution plan for the service years performed after the application of the new retirement plan or the service years of the new recruits, the pension reserve is appropriated by the Company monthly for an amount no less than 6% of the monthly salary, which is deposited in the personal labor pension account. However, the Company’s retirement plan has not been amended in compliance with the new pension act, so the employee retirement plan that is not stipulated should be processed according to the provisions of the Labor Pension Act.

  1. The agreement between the employer and employees and various employee rights protection measures:

The Company has a comprehensive system in place to maintain a harmonious labormanagement relationship and a smooth communication channel maintained. The Company has properly handled the opinions of employees, if any, through the maintenance of a harmonious labor-management relationship.

~ 115 ~

  1. Protective measures to its staff members in the personal safety & security and working environments

  2. Health management measures:

In an attempt to safeguard our colleagues in their health, we here at the Company render company-paid health examinations every two years. Other than regulatory inspections required by law, we allocate funds to additionally provide common cancer screening such as endoscopic ultrasonography to analyze cross-comparison and classified management toward each health check. Further pursuant to risk levels, we work out sound record books accompanied by regular follow-up management. Through such elaborate efforts, we conduct very effective health management policies toward our entire staff.

  1. Work environment and employee safety measures:

  2. 2.1. In an effort to prevent potential occupational disasters, safeguard labor in safety and health and assure that all safety and health related issues comply with relevant laws and regulations so as to minimize the loss in life and property of personnel, the Company faithfully complies with the Occupational Safety and Health Act, occupational safety and health facility rules and so on to duly enact "Safety & Health Management Plan" applicable to the entire staff, contractors, third party contractors or suppliers whenever they enter the Company for operations or activities. Toward incumbent employees, we implement safety & health oriented educational & training programs against potential calamity on a regular basis.

  3. 2.2. The Company has successfully passed ISO45001:2018 Certification and has duly set up an "Occupational Safety and Health Policy.” Moreover, the Company has established a dedicated Occupational Safety & Health Department to check and identify hazards and analyze related high-risk operation procedures based on the Company's business characteristics and project contents. Our entire staff members are strictly required to comply with the standard operational procedures (SOP) so as to minimize potential risks at work and prevent a potential occupational calamity. The Company's Occupational Safety and Health Department will check and verify the effectiveness of each branch's occupational safety and health management from time to time to ensure that our colleagues are provided with a comfortable, safe and healthy working environment.

  4. 2.3. Publicity and drills on safety education: In an effort to continuously optimize the working environment and personal safety management toward employees, we have duly stipulated the emergency response plans, including notably "Establishment of an Emergency Response Task Force," "timeframe for notification in case of an accident," "the tasks assigned onto all levels of personnel for the responsibilities to assume," and the like while we conduct safety and health educational & training programs and publicity to ensure that all employees shall be provided with appropriate and necessary emergency response training and be equipped with the capability to perform their tasks among the overall endeavors to prevent occupational disasters from occurring.

  5. (II) In the most recent year and up to the publication date of the annual report, the Company’s losses due to labor disputes (including the result of labor inspection in violation of the Labor

~ 116 ~

Standards Act, the date of punishment, the case number of the punishment, in violation of the governing provisions, the content of the violation, and the content of the punishment shall be disclosed in details). The current and future estimated amounts and responsive measures shall be disclosed: None

~ 117 ~

VI. Important Contracts

Nature
of
agreem
ent
Counterparty Commencemen
t date of
contract
Major Contents Covenants
Project
contract
s
InfoVision
Optoelectronics
Co., Ltd. 110K
Expansion Main
System Project
(Notes 1,2)
December 1,
2007~Decemb
er 31, 2009
InfoVision Optoelectronics
Co., Ltd. 110K Expansion
Main System Project
Overdue
penalty:
Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Notes
1,2)
May 14,
2012~July 31,
2013
TSMC F6 BUMPPING
project
Overdue
penalty:
Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Notes
1,2)
May 25,
2012~October
31, 2013
F12 P6 CCD EXPANSION-
EDC2 F12 P4 SITE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Notes
1,2)
March 1,
2016~Decemb
er 31, 2017
TSMC F15 P5 MEP
PACKAGE(STAGE
1)(UPS)
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Notes
1,2)
October 1,
2016~Decemb
er 31, 2017
TSMC F15 P6 CR SCAD
‑TEM‑ additional
engineering by foremen
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
systems on silicon
manufacturing
company Pte.Ltd.

February 12,
2018~June 30,
2018
SSMC plant new
construction project-
equipment procurement
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Project
contract
s
Taiwan
Semiconductor
Manufacturing
Co., Ltd.
April 13,
2018~Decemb
er 31, 2018
TSMC F15P7 C/R
PROJECT A
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

April 30,
2018~February
28, 2019

TSMC F18 P1 MEP-A
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
April 30,
2018~February

TSMC F18 P1 MEP-B
PACKAGE
Overdue penalty: Overdue
penaltyto be imposed at 1‰

~ 118 ~

Co., Ltd. (Note 1 ) 28, 2019 (0.1%) of the project cost for
eachday overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

April 30,
2018~February
28, 2019

TSMC F18 P1 FIRE
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

May 3,
2018~April 30,
2019

TSMC F18 P1 C/R
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Yangtze Memory
Technology Corp
June 4,
2018~Septemb
er 30, 2018
Yangtze Memory
Technology Corp (YMTC)
National Memory Base
Project (Phase 1) Equipment
Pipeline Import equipment
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Micron Taiwan
Memory Co., Ltd.
July 4,
2018~Decemb
er 31, 2018
Taiwan Micron Build up for
MTB warehouse
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
eachday overdue.
Micron Taiwan
Memory Co., Ltd.
(Note 1)
July 17,
2018~July 31,
2019
Taiwan Micron A2 E100
expansion project
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
eachday overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd.
July 27,
2018~Decemb
er 31, 2018
TSMC‑F18P1 EBO
construction
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
IQE PLC Inc.
(Note 1)
August 24,
2018~March
31, 2019
IQE PLC Inc. 3F factory
building new TURN‑KEY
project
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
eachday overdue.
AU Optronics
Corp. (Note 1)
December 4,
2018~May 31,
2019
AU Optronics Corp. Huaya
Plant L3D IJP Project
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
eachday overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

December 15,
2018~Decemb
er 31, 2019
TSMC F18 P2 MEP-A
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

December 15,
2018~Decemb
er 31, 2019
TSMC F18 P2 MEP-B
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.

~ 119 ~

Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

December 15,
2018~Decemb
er 31, 2019
TSMC F18 P2 FIRE
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

December 15,
2018~Decemb
er 31, 2019
TSMC F18 P2 PCW
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

December 20,
2018~Decemb
er 31, 2019
TSMC F18 P2 C/R
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Advanced
Wireless
Semiconductor
Company (Note
1)
February 11,
2019~Decemb
er 31, 2020
Advanced Wireless
Semiconductor Company
Phase II Plant Expansion
Project (Buildings A, B, C,
D, E, F)-Mechanical and
Electrical Contracting
Project
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Project
contract
s
Micron Taiwan
Memory Co., Ltd.
(Note 1)
March 4,
2018~Decemb
er 31, 2021
Taiwan Micron’s Houli New
Plant Overall Design Project

Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

July 4,
2019~Decemb
er 31, 2020
TSMC F15P7 C/R Project B Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

July 18,
2019~Decemb
er 31, 2020
TSMC F15 P7 MEP
PACKAGE B
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

October 21,
2019~Decemb
er 31, 2020
TSMC F18 P3 MEP A
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

October 21,
2019~Decemb
er 31, 2020
TSMC F18 P3 MEP B
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

October 21,
2019~Decemb
er 31, 2020
TSMC F18 P3 FIRE
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd. (Note 1 )

November 13,
2019~Decemb
er 31, 2020
TSMC F18 P3 C/R Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Yangtze
Memory
Technology
January 3,
2020~October
15, 2020

Yangtze Memory
Technology Corporation
(YMTC) (Phase I)
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for

~ 120 ~

Corp Second-stage Project
focusing on the Process
Equipment Pipeline
Purchase and Installation
in Tender B Phase, for
Imported Equipment
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd.
January 10,
2020~Decem
ber 31, 2020
TSMC F18 P3 EBO CR
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Advanced
Wireless
Semiconductor
Company(Note
1)
April 20,
2020~June
30, 2021
Advanced Wireless
Semiconductor Company
Phase II Expansion
Project to add various new
clean room (dust-free
room) systems

Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Micron Taiwan
Memory Co.,
Ltd.(Note 1)
April 15,
2020~March
31, 2021
Taiwan Micron’s f16 tool
install service po-
Gas/NG/BA
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
eachday overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd.(Note
1 )
June 15,
2020~June
14, 2022
TSMC F18 P4 MEP
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd.(Note
1 )
June 1,
2020~October
31, 2021

TSMC F18 P4 CLEAN
ROOM PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd.(Note
1 )
October 20,
2020~Decem
ber 31, 2021
TSMC F18 P4 CLEAN
ROOM PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd.(Note
1 )
November 1,
2020~Decem
ber 31, 2021
TSMC RDR1 C/R Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd.(Note
1 )
November 11,
2020~Decem
ber 31, 2021

TSMC F18 P5
CLEANROOM
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.
Taiwan
Semiconductor
Manufacturing
Co., Ltd.(Note
1 )
November 1,
2020~Decem
ber 31, 2021
TSMC F18 P5 MEP
PACKAGE
Overdue penalty: Overdue
penalty to be imposed at 1‰
(0.1%) of the project cost for
each day overdue.

Note 1: The case cannot be closed as the Proprietor has not yet completed the final acceptance

~ 121 ~

check. The Company is not subject to the penalty as it does not fall within the scope of the Company's responsibilities.

  • Note 2: This is an additional job and has not yet been completed. But the contract starting and end dates fall within the period of the master contract.

~ 122 ~

Six. Financial overview

I. Condensed balance sheet and consolidated income statement for the last five years

(I) Condensed consolidated balance sheet and consolidated income statement

1. Condensed consolidated balance sheet

Unit: NT$ Thousands

1.Cond 1.Cond ensed consolidated balance sheet
Unit: NT
ensed consolidated balance sheet
Unit: NT
ensed consolidated balance sheet
Unit: NT
ensed consolidated balance sheet
Unit: NT
ensed consolidated balance sheet
Unit: NT
$ Thousands
Year
Item
最近五年度財務資料 The financial
data as of
March 31,
2021
(Note1)
2016
2017

2018

2019

2020
Current assets 14,106,726 13,849,914 17,324,895 19,154,225 22,951,798
Financial assets
measured at cost -
noncurrent
1,045,162
1,018,462

-
- -
Financial assets measured at
fair value through profit and
loss- noncurrent
- - 7,879
6,347

6,805
Financial assets measured at
fair value through other
comprehensive profit and loss
- noncurrent
- - 1,636,961
2,051,779

1,958,718
Investment under the
EquityMethod
763,903
752,728

756,814

837,973

849,145
Property, plant, and
equipment
757,008
736,116

806,633

778,132

790,818
Long-term
receivables
0
0

0

0

0
Right-of-use assets - - - 59,443 192,323
Intangible assets 1,778 1,809 1,341
2,705
3,353
Deferred income
taxassets
66,900
92,852

84,696

156,384

165,079
Other noncurrent
assets
245,554
173,690

191,384

38,348

130,528
Total assets 16,987,031
16,625,571
20,810,603
23,085,336
27,048,567
Current
liabilities
Before
distribution
10,041,919
9,615,100
12,861,638
13,938,252
16,312,842
After
distribution
11,471,319
10,806,267
14,767,505
16,415,879

註三
Noncurrent liabilities 310,030 403,111
462,200
409,271
584,207
Total
liabilities
Before
distribution
10,351,949
10,081,211
13,323,838
14,347,523
16,897,049
After
distribution
11,781,349
11,272,378
15,229,702
16,825,150

註三
Attributable to the
shareholders’ equity of the
parent company
6,618,912
6,401,925

7,254,336

8,567,466
10,004,054
Capitalstock 2,382,334
2,382,334

1,905,867
1,905,867 1,905,867
Additional
capital
paid-in 610,422
611,987

374,156

373,561

368,144
Retained
earnings
Before
distribution

3,760,416

3,520,492

4,409,052

5,356,074

6,882,189
After
distribution

2,331,016

2,329,325

2,503,185

2,878,447

註三
Other equity (133,666) (112,888) 565,261
931,964

847,854

~ 123 ~

Treasury stock Treasury stock (594) 0 0 0 0
Non-controlequity 16,170 205,435 232,429 170,347 147,464
Total
equity
Before
distribution
6,635,082
6,607,360

7,486,765

8,737,813
10,151,518
After
distribution
5,205,682
5,416,193

5,580,898

6,260,186

註三
-

Note 1: As of the publication date of the annual report, the 2021 Q1 financial data has not been reviewed by the certified public accountant and will not be listed.

Note 2: The Company did not arrange asset revaluation. Note 3: The shareholders meeting has not been held as of the annual report printing date.

~ 124 ~

2. Condensed Consolidated Income Statement

Unit: NT$ Thousands

Unit: NT$ Thousands Unit: NT$ Thousands Unit: NT$ Thousands Unit: NT$ Thousands Unit: NT$ Thousands
Year
Item
Analysis of financialdataforthelastfive years The financial
data as of
March 31, 2021
(Note1)

2016
2017 2018 2019 2020
Operatingincome 15,426,851
12,525,918
18,127,934
23,920,633
35,836,642
Gross profit 2,380,513 2,234,514
3,183,441

4,351,240
5,684,146
Operating profit
andloss
1,715,073
1,610,351

2,372,100

3,407,298

4,620,646
Non-operating
income and
expense
237,009
135,231

664,922

322,091

461,156
Net income before
tax
1,952,082
1,745,582

3,037,022

3,729,389

5,081,802
Net income of the
continuing business
unit
1,585,347
1,341,764

2,274,169

2,893,881

4,091,332
Netincome (loss) 1,585,347 1,341,764
2,274,169
2,893,881
4,091,332
Other
comprehensive
profit and loss of
the current period
(net amount after
tax)
(70,050)
(4,294)

(999,678)

396,255

(112,057)
Total consolidated
profit and loss of
the current period
1,515,297
1,337,470

1,274,491

3,290,136

3,979,275
Net income
attributable to
the shareholders’
equity of the parent
company
1,551,996
1,214,548

2,147,566

2,815,298

4,033,304
Net income
attributable to non-
controlequity
33,351
127,216

126,603

78,583

58,028
Comprehensive
profit and loss
attributable to the
shareholders’
equity of the parent
company
1,481,946
1,210,254

1,155,079

3,219,592

3,919,632
Comprehensive
profit and loss
attributable to non-
controlequity
33,351
127,216

119,412

70,544

59,643
Earningsper share 6.52
5.10

9.42

14.77

21.16

Note 1: As of the publication date of the annual report, the 2021 Q1 financial data has not been reviewed by the certified public accountant and will not be listed.

~ 125 ~

(II) Condensed balance sheet and comprehensive income statement of subsidiary

1. Condensed balance sheet of subsidiary Unit: NT$ Thousands

1.Condensed bal 1.Condensed bal ance sheet of subsidiary
Unit: NT$ Thousands
ance sheet of subsidiary
Unit: NT$ Thousands
ance sheet of subsidiary
Unit: NT$ Thousands
ance sheet of subsidiary
Unit: NT$ Thousands
ance sheet of subsidiary
Unit: NT$ Thousands
Year
Item
Thefinancialdata ofthelastfive years
2016 2017 2018 2019 2020
Current assets 11,359,903 9,082,484 12,917,785 14,801,451 18,657,050
Financial assets measured at
cost
- noncurrent
1,026,332
1,018,462

0

0

0
Financial assets measured at fair
value through profit and loss -
noncurrent
7,879
6,347

6,805
Financial assets measured at fair
value through other comprehensive
profit andloss- noncurrent
1,636,961
2,051,779

1,958,718
Investment under the
EquityMethod
1,622,904
2,182,607

2,314,018

2,048,791

2,296,558
Property, plant, and
equipment
581,495
569,929

560,187

553,061

547,066
Right-of-use assets - - - 19,164
19,676
Intangible assets 1,778 1,809 1,341
2,705
3,353
Deferred income tax
assets
66,900
92,852

84,696

156,384

165,079
Otherassets 293,705 8,083 6,551
7,639
114,789
Long-term receivables 0 0 0 0 0
Long-term notes and
accountsreceivable
237,800
228,180

218,682

203,876

202,767
Totalassets 15,190,817 13,184,406 17,748,100 19,851,197 23,971,861
Current
liabilities
Before
distribution
8,265,988
6,382,181
10,038,362 10,883,101 13,502,344
After
distribution
9,695,388
7,573,348
11,944,229 13,360,728
Note 2
Noncurrentliabilities 305,917 400,300 455,402
400,630
465,463
Total
liabilities
Before
distribution
8,571,905
6,782,481
10,493,764 11,283,731 13,967,807
After
distribution
10,001,305
7,973,648
12,399,631 13,761,358
Note 2
Capitalstock 2,382,334
2,382,334

1,905,867
1,905,867 1,905,867
Additional paid-in
capital
610,422
611,987

374,156

373,561

368,144
Retained
earnings
Before
distribution
3,760,416
3,520,492

4,409,052

5,356,074

6,882,189
After
distribution
2,331,016
2,329,325

2,503,185

2,878,447

Note 2
Other equity (133,666)
(112,888)

565,261

931,964

847,854
Treasury stock (594) 0 0 0 0
Total
equity
Before
distribution
6,618,912
6,401,925

7,254,336

8,567,466
10,004,054
After
distribution
5,128,512
5,210,758

5,348,469

6,089,839

Note 2

Note 1: The Company did not arrange asset revaluation. Note 2: The shareholders meeting has not been held as of the annual report printing date.

~ 126 ~

2. Condensed comprehensive income statement of subsidiary

Unit: NT$ Thousands

Unit: NT$Thousands Unit: NT$Thousands Unit: NT$Thousands Unit: NT$Thousands Unit: NT$Thousands
Year
Item
Analysis of financial data for the last five years
2016
2017

2018

2019

2020
Operatingincome 13,637,827 7,257,644
9,573,717
19,433,809 33,870,448
Gross profit 2,109,249 1,369,468 2,296,047 3,949,665 5,369,140
Operating profit andloss 1,504,568 840,009 1,586,190 3,107,684
4,394,746
Non-operating income and
expense
347,708
604,539

1,094,867

387,316

571,529
Netincome before tax 1,852,276 1,444,548 2,681,057 3,495,000 4,966,275
Net income of the
continuing business unit
1,551,996
1,214,548

2,147,566

2,815,298

4,033,304
Loss of the discontinued
business unit




Netincome (loss) 1,551,996 1,214,548 2,147,566 2,815,298 4,033,304
Other comprehensive
profit and loss of the
current period
(net amount aftertax)
(70,050)
(4,294)

(992,487)

404,294

(113,672)
Total consolidated profit
and loss of the current
period
1,481,946
1,210,254

1,155,079

3,219,592

3,919,632
Earningsper share 6.52
5.10

9.42

14.77

21.16

(III) Name of the certified public accountants and the audit opinions in the last five years:

five years:
Year CertifiedPublicAccountants Audit Opinions
2016 YenlingFang,Tzuhui Li Amended unqualified opinion
2017 YenlingFang,Tzuhui Li Amended unqualified opinion
2018 Tsunglin Li and Tzuhui
Li
Unqualified opinion with
additionalevents stated
2019 Tsunglin Li, Tzuhui Li Unqualified opinion plus the
paragraph of additional
comments or other matters
2020 Tsunglin Li and Tzuhui
Li
Unqualified opinion plus the
paragraph of additional
comments orother matters

~ 127 ~

II. Analysis of financial data for the last five years

(I) Consolidated financial analysis

Year
Analysis items
Year
Analysis items
Analysis of financialdataforthelastfive years (Note1) Analysis of financialdataforthelastfive years (Note1) Analysis of financialdataforthelastfive years (Note1) Analysis of financialdataforthelastfive years (Note1) Analysis of financialdataforthelastfive years (Note1) The
financial
data as of
March 31,
2021
(Note 1)

2016
2017 2018 2019 2020
Financial
structure
Ratio of liabilities to
assets (%)
60.94
60.26

64.02

62.15

62.47
Ratio of long-term
fund to property, plant,
and equipment (%)
876.49
897.60

928.15

1122.92

1283.67
Solvenc
y
Currentratio (%) 140.48 144.04
134.70
137.42
140.70
Quick ratio (%) 126.81
126.41

117.78
125.37 126.93
Times interest earned
ratio (%)
-
5,999.56

-

521.28

669.66
Operating ability Accounts receivable
turnover(times)
4.63
3.75

5.50

4.88

5.69
Days Sales in Account
Receivable
79
97

66

74.79

64.14
Inventory turnover
(times)
0.30
0.21

0.30

0.3069

0.36
Average daysinsales 1,216.67 1,703.18 1,216.67 1177.41
1013.88
Property, plant, and
equipment turnover
(times)
23.29
16.78

23.50

30.19

45.68
Total assets turnover
(times)
0.91
0.75

0.87

1.04

1.32
Profitability Ratio of return on total
assets (%)
10.01
7.99

12.15

13.21

16.35
Ratio of return on
shareholders’ equity
(%)
24.66
20.26

32.27

35.67

43.32
Profitratio (%) 10.28 10.71
12.55
12.10 11.42
Earnings per share
(NT$)
6.52
5.10

9.42

14.77

21.16
Cash flow Cash flowratio (%) 11.61
33.01

9.16
29.29 23.13
Cash flow adequacy
ratio (%)
183.63
191.13

124.03

147.57

155.07
Cash re-investment
ratio (%)
1.41
22.24

-2.92

18.31

10.42
Leverage Operating leverage 1.02
1.02

1.02

1.02

1.03
Financial leverage 1.00
1.00

1.00

1.00

1.00
Please explain the reasons for the changes in the financial ratios in the last two years.
1. Interest coverage ratio (times) increases over the preceding term: Due primarily to the fact that in 2020, the net
profit before tax increases by 36.26% compared with 2019.
2. Increase of return on assets, return on equity, earnings per share compared with the preceding period: Due
primarily to the fact that in 2020, the net profit after tax increases by 41.38% compared with 2019.
3. Increase in real estate, plant and equipment, the turnover rate of total assets compared with the preceding period:
Due primarily to the fact that in 2020, the annual revenues increase by 49.81% compared with 2019.
4. Cash flow ratio: Due primarily to an increase of 17.03% in current liabilities.
5. The cash reinvestment ratio increased over the preceding period: Due primarily to an increase of 27.28% in
workingcapital.

Note 1: As of the publication date of the annual report, the 2020 Q1 financial data has not been reviewed by the certified public accountant and will not be listed.

~ 128 ~

(II) Subsidiary’s financial analysis

Year (Note 1)
Analysis items
Year (Note 1)
Analysis items

Analysis of financialdataforthelastfive years (Note1)

Analysis of financialdataforthelastfive years (Note1)

Analysis of financialdataforthelastfive years (Note1)

Analysis of financialdataforthelastfive years (Note1)

Analysis of financialdataforthelastfive years (Note1)
2016 2017 2018 2019 2020
Financial
structure
Ratio of liabilities to assets
(%)
56.43
51.44

59.13

56.84

58.27
Ratio of long-term fund to
property, plant, and
equipment (%)
1138.26
1123.28

1294.98

1549.10

1828.67
Solvenc
y
Currentratio (%) 137.43 142.31
128.68
136.00 138.18
Quick ratio (%) 127.04
131.63
118.70 127.92
128.84
Times interest earned ratio
(%)
-
-

-

532.32

741.90
Operating ability Accounts receivable
turnover(times)
5.52
3.28

5.24

6.02

6.89
Days Sales in Account
Receivable
66
111

70

61

53
Inventory turnover(times) 0.38 0.17 0.21
0.42

0.60
Average daysinsales 960.53 2,180.16 1,769.36 879.30 607.49
Property, plant, and
equipment turnover(times)
28.70
12.61

16.94

34.91

61.58
Totalassets turnover(times) 0.90 0.55 0.54
0.98
1.41
Profitability Ratio of return on total
assets (%)
11.19
8.56

13.89

15.00

18.43
Ratio of return on
shareholders’equity (%)
24.21
18.66

31.45

35.59

43.44
Profitratio (%) 11.38 16.73 22.43 14.49 11.91
Earnings pershare (NT$) 6.52
5.10
9.42
14.77
21.16
Cash flow Cash flowratio (%) 15.28 36.01
15.54

26.37
25.24
Cash flow adequacy ratio
(%)
153.42
156.71

98.58

113.17

132.79
Cash re-investment ratio
(%)
2.99
12.10

1.64

8.35

7.88
Leverage Operating leverage 1.02
1.02

1.01

1.01

1.02
Financial leverage 1
1

1

1

1
Please explain the reasons for the changes in the financial ratios in the last two years.
1. Interest coverage ratio (times) increases over the preceding term: Due primarily to the fact that in 2020, the net
profit before tax increases by 42.10% compared with 2019.
2. The inventory turnover rate, the average number of days of sales increased as compared with the preceding
period: Due primarily to an increase in revenue in 2020 by 74.28% when compared with revenue in 2019.
3. The real estate, plant and equipment turnover rate and total asset turnover rate increased over the preceding
period: Due primarily to an increase in revenue in 2020 by 74.28% when compared to revenue in 2019.
4. Increase of return on assets, return on equity, earnings per share compared with the preceding period: Due
primarily to the fact that in 2020, the net profit after tax increases by 43.26% compared with 2019.

~ 129 ~

(1) Financial analysis

  1. Financial structure

  2. (1) Ratio of liabilities to assets = Total liabilities / Total assets.

  3. (2) Ratio of long-term fund to property, plant, and equipment= (Total equity+ noncurrent liabilities) / Net

property, plant, and equipment.

  1. Solvency

  2. (1) Current ratio = Current assets / Current liabilities.

  3. (2) Quick ratio = (Current assets – inventory – prepaid expense) / current liabilities.

  4. (3) Times interest earned ratio = Net income before income tax and interest expense / Current interest expense.

  5. Operating ability

  6. (1) Accounts receivable (including accounts receivable and notes receivable resulting from business operations) turnover = Net sales amount / average accounts receivable balance of each period (including accounts receivable and notes receivable resulting from business operations).

  7. (2) Days Sales in Account Receivable = 365 / Accounts receivable turnover.

  8. (3) Inventory turnover = Cost of goods sold / Average inventory balance amount.

  9. (4) Average days in sales = 365 / Inventory turnover.

  10. (5) Property, plant, and equipment turnover = Net sales amount / average property, plant, and equipment

net amount.

  • (6) Total assets turnover = Net sales amount / Average total assets.

  • Profitability

  • (1) Ratio of return on total assets= [ Net income or loss + Interest expense x (1-tax rate)] / Average total

assets.

  • (2) Ratio of return on shareholders’ equity = Net income or loss / Average equity.

  • (3) Profit ratio = Net income or loss / Net sales amount.

  • (4) Earnings per share = (Profit and loss attributable to the shareholders’ equity of the parent company –

preferred stock dividend) / Weighted average outstanding shares.

  1. Cash flow

  2. (1) Cash flow ratio = Net cash flow from operating activities / Current liabilities.

  3. (2) Net cash flow adequacy ratio = Net cash flow from operating activities in the last 5 years / In the last 5

years (Capital expenditure + increase in inventory + cash dividend).

  • (3) Cash re-investment ratio = (Net cash flow from operating activities – cash dividend) / (property, plant,

and equipment gross amount + long-term investment + other noncurrent assets + operating fund).

  1. Leverage:

  2. (1) Operating leverage = (Net operating income – variable operating cost and expense) / Operating profit.

  3. (2) Financial leverage = Operating profit / (Operating profit-interest expense).

~ 130 ~

III. The Audit Report of the Audit Committee on the most recent annual financial report

UNITED INTEGRATED SERVICES CO., LTD.

Audit Committee's audit report

Whereas

The 2020 standalone financial statements and 2020 consolidated financial statements of the Company and its subsidiaries as submitted by the Board of Directors have been audited by Tsunglin Li, CPA and TzuHui Li of KPMG Taiwan, which, together with the business report and motion for allocation of earnings, were confirmed by the Audit

Committee. Accordingly, the Audit Committee hereby produces said report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review it accordingly.

2021 General Shareholders' Meeting

UNITED INTEGRATED SERVICES CO., LTD.

Convener of the Audit Committee: Ting Ho

March 23, 2021

  • IV. Independent Auditor’s Report and financial statements of the most recent year: please refer to Appendix A

  • V. Subsidiary’s financial report that has been audited by a public certified accountant in the most recent year: please refer to Appendix B

  • VI. The financial difficulties faced by the Company and its affiliates in the most recent year and as of the annual report printing date: None

~ 131 ~

Seven. Review and analysis of financial status and operating results and risks I. Financial status comparison analysis table


operating results and risks
I. Financial status comparison analysis table

operating results and risks
I. Financial status comparison analysis table

operating results and risks
I. Financial status comparison analysis table


Unit: NT$ Thousands
Year
Item
2019 2020 Difference
Amount %
Current assets 19,154,225
22,951,798

3,797,573

19.83%
Financial assets measured at cost -
noncurrent
-
Financial assets measured at fair value
through profit and loss-noncurrent
6,347
6,805

458

7.22%
Financial assets measured at fair value
through other comprehensive profit and
loss-noncurrent
2,051,779
1,958,718

(93,061)

-4.54%
Investment under the Equity
Method
837,973
849,145

11,172

1.33%
Property, plant,and equipment 778,132
790,818

12,686

1.63%
Long-term receivables 0
0
Right-of-use assets 59,443
192,323

132,880

223.54%
Intangible assets 2,705
3,353

648

23.96%
Deferred income tax assets 156,384
165,079

8,695

5.56%
Other noncurrent assets 38,348
130,528

92,180

240.38%
Total assets 23,085,336
27,048,567

3,963,231

17.17%
Current liabilities 13,938,252
16,312,842

2,374,590

17.04%
Noncurrent liabilities 409,271
584,207

174,936

42.74%
Total liabilities 14,347,523
16,897,049

2,549,526

17.77%
Attributable to the
shareholders’ equity of
the parent company
8,567,466
10,004,054

1,436,588

16.77%
Capital stock 1,905,867
1,905,867

0

0.00%
Additional paid-in capital 373,561
368,144

(5,417)

-1.45%
Retained earnings 5,356,074
6,882,189

1,526,115

28.49%
Other equity 931,964
847,854

(84,110)

-9.03%
Total equity 8,737,813
10,151,518

1,413,705

16.18%
Description of items with major changes:
1. The increase in the use of right assets over the preceding period: Due primarily to the
new increase in the land use right assets of NT$141,343 thousand in 2020.
2. Increase in intangible assets over the preceding period: Due primarily to a NT$1,465
thousand sum used to purchase computer software.
3. Increase in non-current assets over the preceding period: Due primarily to a newly
increased sum of NT$104,608 thousand as a real property deal in 2020.
4. Increase in retained earnings over the preceding period: Due primarily to an increase of
net profit at NT$1,218,006 thousand in 2020 over 2019.

~ 132 ~

II. Financial performance analysis

1. Operating result comparison table

Unit: NT$ Thousands

Year
Item
2019 2020 Increased
(decreased)
amount
Change in (%)
Operatingincome 23,920,633 35,836,642 11,916,009 49.81%
Gross profit 4,351,240 5,684,146 1,332,906 30.63%
Operating profit andloss 3,407,298 4,620,646 1,213,348 35.61%
Non-operating income and
expense

322,091
461,156
139,065
43.18%
Netincome before tax 3,729,389 5,081,802 1,352,413 36.26%
Netincome (loss) 2,893,881 4,091,332 1,197,451 41.38%
Other comprehensive
profit and loss of the
current period
(net amount aftertax)
396,255 (112,057)
(508,312)
-128.28%
Total consolidated profit
and loss of the current
period
3,290,136 3,979,275 689,139 20.95%
Net income attributable to
the shareholders’ equity of
the parent company

2,815,298
4,033,304
1,218,006
43.26%
Comprehensive profit and
loss attributable to the
shareholders’ equity of the
parent company

3,219,592
3,919,632
700,040
21.74%
Description of items with major changes:
1. Increase in gross operating profit, operating profit and loss, net profit before tax and net profit for the
current period over the preceding period: Due primarily to increase in operating revenues in 2020 by
49.81% compared with the preceding period.
2. The non-operating revenues and expenditures decreased from the preceding period: Due primarily to
an increase of NT$232,844 thousand in the financial asset interest measured at the fair value through
profit and loss in 2020 compared with 2019 and a decrease of NT$96,802 thousand in other income
from 2019.
3. In the present term, the other comprehensive profit and/or loss (net amount after tax) decreased from
the preceding term: Due primarily to the decrease of NT$507,879 thousand unrealized appraisal
gains and losses of equity instrument investment measured at fair value through other comprehensive
gains and losses in 2020 when compared with 2019.
4. Primarily as a result that in 2020, the operating revenue increased by 49.81% over the preceding
period. In the present term, the aggregate total profit and loss and the aggregate total comprehensive
profit and loss attributable to the parent company increased over the preceding period: Primarily as a
result of the increase in revenue in 2020 by 49.81% over the preceding period.
5. The net profit attributable to the parent company increased over the preceding period: Primarily, the
revenuein 2020increased by49.81% compared withthe preceding period.

2. Analysis of changes in operating gross profit: None.

~ 133 ~

III. Cash flow analysis

1. Liquidity analysis for the last two years

Item
**Year **
2019 2020 Increase (decrease) ratio (%)
Cash flow ratio (%) 29.29 23.13 -21.0311%
Cash flow adequacy ratio (%) 147.57 155.07 5.0823%
Cash re-investment ratio (%) 18.31
12.90
-43.0912%
Description of increase (decrease) ratio:
1. Cash flow ratio: Primarily as a result that the current liabilities of the main system increased by 17.03%. .
2. The cash reinvestment ratio increased over the preceding period: Primarily as a result that the operating capital
increased by 27.28%.

2. Analysis of cash flow in the coming year

2. Analysis of c ash flow in the com ing year Unit: NT$Thousands
Cash balance -
beginning
(1)
Estimated annual net
cash flow from
operating activities
(2)
Estimated
annual cash
outflow
(3)
Estimated cash
surplus
(shortfalls) amount
(1)+(2)-(3)

Remedial measures
for expected cash
shortfalls
Investment
**plan **
Financial
**plan **
8,501,567 4,500,000 3,900,000 9,101,567 - -

IV. Impact of major capital expenditures on financial operations in the most recent year: None

V. Investment policy in the most recent year, the main reason for profit or loss, improvement plan, and investment plan for the next year

  • (I) Transfer investment policy: The Company will continue to invest in compliance with the business strategy of “enhancing professional technical capabilities and increasing business opportunities” in order to strengthen the competitiveness of the Company in the future. The focus of new investment projects in the future is on those that can help increase the technical ability for the system integration engineering service, and the newly added investment projects for increasing business opportunities are controlled as much as possible in order to avoid an excessive expansion of investment in this business category. In addition, the Company will strengthen the follow-up and supervision of the financial and business conditions of the invested company. If the invested company is not performing as well as when it was originally invested and there is no sign of improvement, the Company does not rule out the possibility of changing long-term investment policies and will choose to have the shares disposed. The investment projects that are carried out to increase business opportunities will be sold at an appropriate time to recover the funds for better overall use.

~ 134 ~

  • (II) The main reasons for profit or loss: the investment in Ablerex Electronics Co., Ltd., Wholetech System Hitech Limited, and JG Environmental Technology Co., Ltd. under the Equity Method recognized on December 31, 2020 and 2019 are accounted for 3.14% and 3.63% of the total assets, respectively. The ratio of profit and loss from the associates under the equity method was accounted for 1.01% and 1.26% of the net income before tax for the period of January 1 - December 31, 2020 and 2019, respectively.

  • (III) Future Investment Plan: The Company will continue to invest in compliance with the strategy of “enhancing professional technical capabilities and increasing business opportunities.”

~ 135 ~

VI. Risk management analysis and evaluation

  • (I) The impact of interest rates, changes in exchange rate, and inflation on the Company’s profit and loss in the most recent year and as of the annual report printing date, and the countermeasures in the future:

  • Due to stable growth in business performance and stable annual interest rate maintained, the Company has a high credit rating in the banking sector. Compared with other companies, the Company enjoys a better interest rate. Therefore, changes in interest rate have no significant impact on the Company.

  • The Company is mostly engaged in the system integration engineering projects of electronics factories. Some of the equipment is purchased and imported from abroad. In this regard, the countermeasures of the Finance Office are with the exchange rate trend considered, if necessary, the operating procedures for derivative financial products are applied to operate options or forward foreign exchange transactions for a fixed exchange rate in order to avoid risks.

  • (II) Since most of the projects undertaken by the Company are done with the spare parts produced by electronics factory, which usually take 1-2 years, the risk of inflation has (II) The engagement in high-risk and high-leverage investment, loaning of funds, endorsements and guarantees, and derivative products policy in the most recent year and as of the annual report printing date, the main reason for the profit or loss, and future countermeasures:

  • The Company has always adhered to the principle of focusing on the main business operation and pragmatic practice. For the high-risk and high-leverage investment and derivative products transactions, such as, non-principal clearance, investment with bank loans, and other speculative businesses, it is not within the scope of the nonoperating income of the Company. If there are idle funds, the Company will choose a more stable practice, such as, bank deposit or bond funds, so the above practice does not have a significant impact on the Company.

  • The Company’s loaning of funds and making of endorsements/guarantees are mainly due to business transactions; also, it is handled in accordance with the Company’s “Operating procedures for loaning of funds” and “Operating procedures for making of endorsements / guarantees.”

  • (III) Research and development plans and estimated R&D expenses in the most recent year and as of the annual report printing date:

  • The research and development plans in the most recent year

    • (1) Wireless smart home system R&D Radar detects an elderly in case of a fall.

      • 180-degree penetration and displacement detector
  • Estimated R&D expenses

    • (1)Product innovation: NT$10 million
  • (IV) The impact of important domestic and international policies and legal changes on the Company’s financial business and the countermeasures in the most recent year and as of the annual report printing date: None.

~ 136 ~

  • (V) The impact of technological changes and industrial changes on the Company’s financial business and the countermeasures in the most recent year and as of the annual report printing date: None.

  • (VI) The impact of changes in corporate image on corporate crisis management and the countermeasures in the most recent year and as of the annual report printing date: None.

  • (VII) Expected benefits, possible risks, and countermeasures for mergers and acquisitions in the most recent year and as of annual report printing date: None.

  • (VIII) Expected benefits, possible risks, and countermeasures for the expansion of the plant in the most recent year and as of the annual report printing date: None.

  • (IX) Risks of centralized sales or purchases of goods and the countermeasures in the most recent year and as of the annual report printing date: None.

  • (X) The impact of a large number of shares transferred or replaced by the directors, supervisors, or shareholders with more than 10% shareholding on the Company, the risks, and the countermeasures: None.

  • (XI) The impact of changes in management rights on the Company, the risks, and the countermeasures: None.

  • (XII) Litigation or non-litigation events: The sentenced or outstanding major litigation, non-litigation, or administrative dispute of the Company and the Company’s directors, supervisors, president, substantive principal, major shareholders with more than 10% shareholding, and subsidiaries in the most recent year and as of the annual report printing date that may have a significant impact on shareholders’ equity or securities prices:

  • Main Content of the Judgment

On June 5, 2013, the Taipei District Prosecutors Office (the “Prosecutors Office”) filed a public prosecution against Chairman Chen and former Chairman Wang of the Company, and others, on the accusation of embezzlement, and claimed that between 2001 and 2011, the defendants have transferred more than NT$1.3 billion, from the funds of Company, to other companies that are effectively controlled by the defendants as follows: Dentsu Engineering Co. Ltd (“Dentsu”), Fukuo Engineering Co. Ltd., and Huayuan Engineering Co. Ltd. After the defendants presented numerous evidence to clarify the relevant facts during the trial, the Taipei District Court sentenced on August 31, 2015 (No. 102 Jin-Chung-Chung-Su-Tzu 17) with the following main content: the court adopts the defendants' explanations and evidence regarding the NT$1.3 billion, as mentioned in the indictment, that the funds, except for part of them are payment for construction fee and the wages of the construction workers, the rest of the funds were

==> picture [51 x 10] intentionally omitted <==

used for repaying several incidental payments (collectively referred to as the “Package Fees”), previously paid by Dentsu and other companies. There is also no evidence provided that the defendants had committed an offence involving embezzlement or breach of trust; therefore, the court considers that the defendants were not guilty of each of the above-mentioned criminal charge. However, the court still held the defendants guilty for financial statement fraud due to failure to disclose in the financial statements of Dentsu and other companies and the Package Fees thereof. The defendants all appealed against the conviction while the public prosecutor also filed an appeal against the acquittal part of the verdict; and due to the death of Mr. Wang, the former Chairman of the Company, the High Court (No. 104 Jin-Shang-Chung-Su-Tzu 40) declared a dismissal judgment for Mr. Wang on July 25, 2017 with respect to the charges of non-arm's length transactions, breach of trust, and embezzlement. The High Court stated that there was no evidence to prove that the defendants, other than Mr. Wang, were guilty and the public prosecutor accepted the acquittal judgment without further appeal. As for the High Court's decision of guilty on the financial statement fraud, the sentences on two of the defendants were finalized because they were given probations and decided not to appeal; while Chairman Chen appealed to the Supreme Court, wherein the Supreme Court (No. 106 Tai-Shang-Tzu 3336), on July 25, 2018, reversed and remanded the case to the High Court whose further judgment (No. 107 Jin-Shang-Chung-Geng-Yi-Tzu 8) on December 10, 2019 sentenced Mr. Chen guilty for misrepresented financial statements for certain years and guilty for violations of the Business Entity Accounting Act, as well as a five-year probation; Chairman Chen filed an appeal while the SFIPC center also requested the prosecutor to appeal. The Supreme Court reversed and remanded the case to the High Court on July 17, 2020, moving the case for further proceedings in the High Court.

2. Corresponding Measures

Since the establishment of the Company by the former Chairman Wang, the performance and earnings have always surpassed those of the same industry. Apart from having no deficit, almost all distributable surplus has always been distributed to shareholders; additionally, Chairman Wang almost has never sold his shares in the Company since the Company was listed on the OTC market, which proves Chairman

~ 138 ~

Wang's loyalty and confidence in the Company; Chairman Chen has assisted with matters of the Company for decades and has worked hard for the Company. Owing to the contributions of both of them, the Company has thrived and has been able to consistently make stable profits. Therefore, we feel grateful that the investigation by the first and second instance courts and the retrial court resulting in the opinions of the court that the assertions of non-arm's length transactions, breach of trust and embezzlement as indicted by the prosecutor are not true. It is regrettable that the court still considers that the financial reports of certain fiscal years are misrepresented. As the Supreme Court has reversed and remanded the case to the High Court, the Company will await the final judgment.

3. Impact on the Operations

Since the occurrence of this case, the staff of the Company altogether have continued to stay on their posts and serve customers. The Company has also received support from proprietors and third-party firms. The Company's revenue continues to grow, while the progress, collection and payment operations of projects remain normal. Current business and finances of the Company are quite robust, as the Company's operations have not been affected by any of the judicial events.

  1. On December 5, 2013, based on the contents of the indictment, the SFIPC argued that it was inappropriate for the former three directors to hold such positions in the Company and appealed for court decision to dismiss the directors' positions.

As mentioned above, under the leadership of the former Chairman Wang, the operations and performances of the Company were extremely good. Apart from the record of the indictment, the SFIPC did not propose any specific evidence of the three directors' unsuitability for directorship. On February 6, 2014, the shareholders' meeting was held, and after discussion and resolutions, the majority of shareholders supported the decision for the three directors to continue to run the Company. In 2015, the shareholders' general meeting re-elected directors, and the three directors also won the majority of the shareholders' support for re-election. Under the Taipei District Court's ruling in June 18, 2015, the SFIPC lost the lawsuit. The SFIPC filed an appeal, but due to the death of Chairman Wang, the SFIPC withdrew part of the appeal and changed its

==> picture [51 x 10] intentionally omitted <==

petition to be dismissing two directors' positions from June 16, 2015 to June 15, 2018. The court of Second Instance decided in early February 2016 to dismiss the complaint of the SFIPC about changes of claims. The SFIPC appealed to the Court of Third Instance on March 28, 2016. The Supreme Court (No. 106 Tai-Shang-Tzu 2658) revoked the original Second Instance judgment on September 28, 2018, and remanded the case to the High Court. On April 28, 2020, the two directors were disqualified from being a director by the High Court order. Both directors filed appeals on May 18, 2020, but due to the resignation of director Lee on June 2, 2020, she withdrew the appeal on June 3 in the same year and the court's decision on director Lee became finalized as of the date thereof; while the appeal part regarding director Chen is currently under the trial of the Supreme Court. The financial and business operations of the Company have also not been affected by this lawsuit.

  1. According to the content of the indictment on January 27, 2014, the SFIPC filed a group lawsuit on behalf of the investor on the grounds that the Company's financial reports from the third quarter of 2008 to 2011 were misrepresented, requesting the Company, directors and former supervisors to jointly compensate the investors for the damage amounting to more than NT$243 million.

As stated above, the Company's operations and financial position have always been sound, and its share price has remained at a considerable level. It has been a stable and profitable Company for a long time. Relevant parties have also indicated that the Company has handled the affairs of the Company's interests and has not caused the Company's financial reports to be misrepresented. The judgment of the criminal first retrial court also holds that even though the Company's financial reports and financial business documents between years 2008 and 2011 were indeed misrepresented and have not reached materiality criteria, they have only violating the Business Accounting Laws regulations. As the Supreme Court reversed and remanded the case to the High Court, the case remains for further proceedings in the High Court. Before the criminal case and the final judgment of this civil action are determined, whether the Company has misrepresented financial reports in the past years stated, the investors have been harmed, or the damage is related to false financial reporting, etc., it would take a period of time before the judgment is announced. This lawsuit has also not affected the normal

~ 140 ~

operation of the Company's current financial business.

  • (III) The Company received the civil judgment from the Taiwan Taipei District Court on September 2, 2014 that the Company should pay the package fees of $104,559 thousand and the former Chairman Wang's salary from January 2001 to April 2012, as previously paid by Dentsu, amounting to $21,405 thousand.

In the third quarter of 2014, in accordance with the judgment stated above, the Company assessed and took into accounts the package fees and salary paid by Dentsu, which have yet to be reimbursed by the Company (respectively logged as construction costs and management costs). The Company also estimated that the relevant interest payable as of December 31, 2019 amounted to $40,517 thousand (please refer to note 7).

As of the reporting date, the Company has yet to reimburse the abovementioned package fees, salary and related interests.

(IV) On September 5, 2016, Jiangxi United Integrated Services Ltd. (“Jiangxi UIS”) and Fujian Mantix Display Technology Co. Ltd. (“Fujian Mantix”) have executed the “Clean City Subcontract A Turn-Key Agreement” for the “Phrase I Project of the Fujian Mantix High-Tech Panel Construction” (“Project”) in Hanjiang District, Putian City, and have subsequently executed four supplemental agreements, including the “Electrical and Mechanical Installation Project of Section A” and the “Light Current System Installation Project”. Jiangxi UIS had performed all of the obligations arising from the abovementioned agreements; while Fujian Mantix accepted and put the Project into operation for which warranty coverage has expired but failed to make payments amounting to CNY 27,303 thousand pursuant to the Agreements. On April 23, 2020, Jiangxi UIS filed a lawsuit to recover the unpaid fees and relevant interest and applied for an asset preservation order in the Fujian Putian Middle Class People's Court (“People's Court”). On June 5, 2020, the People's Court ordered to freeze Fujian Mantix's certain bank accounts within a certain range of deposit amounts. A meditated settlement agreement (“Settlement”) was reached between the parties subsequently and was approved by the People's Court on September 28, 2020. Pursuant to the Settlement, the parties agreed that the total sum of the unpaid amount shall be CNY 28,000 thousand (“Settlement Amount”). The Settlement Amount shall be paid in 7 installments commencing on October 31, 2020 with the last payments due on April 30, 2021, and if

~ 141 ~

Fujian Mantix fails to pay on time, the total sum of the payment will be restored back to amount recognized by the parties amounting to CNY 27,301 thousand plus the interest of CNY 1,200 thousand.

As of December 31, 2020, Fujian Mantix has yet to receive the abovementioned payments amounting to CNY 10,646 thousand (equivalent to NTD 46,600 thousand). The consolidated company conducted relevant assessments and recognized that the allowance for loss regarding the abovementioned payments is CNY 3,237 thousand (equivalent to NTD 14,168 thousand) by December 31, 2020.

(XIII) Other important risks and countermeasures:

  1. Assessment and analysis of information security risk: No significant risks. VII. Other important matters: None.

~ 142 ~

Eight. Special notes

I. Information of the affiliates

(I) Consolidated business report of the affiliates

1. Organizational chart of the affiliates

UNITED INTEGRATED SERVICES CO., LTD.

==> picture [496 x 480] intentionally omitted <==

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

UNITED UNITED Jiangxi
UNITED
INTEGRATED Han Xuan Han Te INTEGRATE United
INTEGRATE
SERVICES Energy Co., Energy Co., D SERVICES Integrated
D SERVICES
CO., LTD. Ltd. Ltd. CO., LTD. Services
(USA)CORP
(Singapore) 100% 100% (BVI) Company
100%
100% shareholding, shareholding, 100% 75%
shareholding,
shareholding, investment investment shareholding, shareholding,
investment
investment amount amount investment investment
amount
amount NT$150,000 NT$90,000 amount amount
NT$2,000
NT$34,040 thousand thousand NT$567,643 NT$338,573
thousand
thousand thousand thousand
Beijing Hanhe Suyuan Suyuan
Tang Medical Trading Hantai
Devices Co., (Shanghai) System Co.,
Ltd. Company Ltd.
100% 100% 100%
shareholding, shareholding, shareholding,
investment investment investment
amount amount amount
NT$30,187 NT$34,495 NT$381,660
thousand thousand thousand
----- End of picture text -----

~ 143 ~

2. Basic profile of the affiliates

Unit: NT$ Thousands

Unit: NT$ Thousands
Company Name Establishment
date

Address
Paid-in
capital
Actual
investment
amount
Main business or
production project
UNITED
INTEGRATED
SERVICES CO.,
LTD. (BVI)
2000.12.19 Commence Chambers, Road
Town Totola, British Virgin
Islands.
567,643 567,643 Investment business
Suyuan Trading
(Shanghai)
Company
2001.7.2 Room 1102, No. 438, Pudian
Road, Pudong New Area,
Shanghai
34,495 34,495
Trades of semiconductors,
cleanrooms, and
electromechanical equipment
Suzhou Hantai
System Integration
Company
2006.4.29 No. 7, Chenghu East Road,
Wuzhong Economic
DevelopmentZone, Suzhou
381,660 381,660
Production and sales of
construction hardware and
materials
Jiangxi
United Integrated
Services Company
2003.09.18 No. 176, Beijing West Road,
Nanchang City, Jiangxi Province
446,702 338,573
Electromechanical business
and pipeline equipment
installationengineering
UNITED
INTEGRATED
SERVICES CO.,
LTD. (Singapore)
2011.01.25 30 MARSILING IND ESTATE
ROAD 5#01-01
WIDEFIELD INDUSTRIAL
BUILDING SINGAPORE
34,040 34,040 Cleanroom construction
Beijing Hanhe Tang
Medical Devices
Co., Ltd.
2012.06.19 Room 801, Building A, Wantong
Center, No.6, Chaoyan Gate
Street, Chaoyang District,
Beijing City

30,187
30,187 Sales of Class III and Class II
medical devices
Han Xuan Energy
Co., Ltd.

109.06.03
6th Floor, No. 297, Section 6,
Roosevelt Road, Taipei City
150,000 150,000
Renewable energy self-use
power generation equipment
and energy technology
services and the like
Han Te Energy Co.,
Ltd.

109.09.01
6th Floor, No. 297, Section 6,
Roosevelt Road, Taipei City
90,000 90,000
Renewable energy self-use
power generation equipment
and energy technology
services and the like
UNITED
INTEGRATED
SERVICES(USA)
CORP
109.11.30 2435 E SOUTHERN AVE,STE
1,TEMPE,AZ,85282,USA
57,130 57,130
1. Transaction on mechanical
and electrical, clean room
installation engineering and
equipment.
2. Planning and design related
technical consulting services
for various related projects.

3. The shareholders of the companies that are with a relationship of control and affiliation

Presumptive
reasons

Title or name
Shareholdings Shareholdings Establishment
date

Address
Paid-in
capital
(NT$ Thousands)
Main business operations
Shares Shareholding
ratio
Related
party
A substantial
control
relationship

Dentsu
Engineering
Co., Ltd.
- - 1981.06.19 5F, No. 79,
Minsheng
Road, Yonghe
District, New
TaipeiCity
27,000 Design and installation of
computerized central monitoring
systems, traffic control, environmental
monitoring, computers, cleanroom,
etc.
Related
party
A substantial
control
relationship

Fuguo
Engineering
Co., Ltd.
- - 1985.03.18 6F-2, No. 95,
Fuguo Road,
Taipei City
25,000 Design and installation of computer
room; electronic communication
control system engineering, and the
related material trades of the projects
in the preceding paragraph
Related
party
A substantial
control
relationship

Huayuan
Engineering
Co., Ltd.
- - 2006.07.13 2F, No. 109-1,
Baoqing Street,
Taipei City
10,000 Electrical installation, piping
engineering, fire safety automatic
control equipment engineering, etc.

~ 144 ~

4. Information of directors, supervisors, and President of each affiliate

Unit: Shares; %

Unit: Shares; Unit: Shares;
Company name Job title Name or representative Shareholdings
Shares Shareholding
ratio
UNITED
INTEGRATED
SERVICES CO., LTD.
(BVI)
Chairman C.S. Chen 17,697,630 100.
Han Xuan Energy Co.,
Ltd.

Chairman
C.S. Chen (Representative of UNITED INTEGRATED
SERVICES CO.,LTD.)
15,000,000 100.
Han Te Energy Co., Ltd. Chairman C.S. Chen (Representative of UNITED INTEGRATED
SERVICES CO., LTD.)
9,000,000 100.
UNITED
INTEGRATED
SERVICES(USA)
CORP
Chairman Benny
Chen
(Representative
of
UNITED
INTEGRATED SERVICES CO., LTD.)

2,000,000
100.
Suyuan Trading
(Shanghai) Company
Chairman Benny Chen (Representative of UNITED
INTEGRATED SERVICES CO., LTD.)
Note 100.
Director C.S. Chen (Representative of UNITED INTEGRATED
SERVICES CO., LTD.)
Note 100.
Director Juichin Wu (Representative of UNITED
INTEGRATED SERVICES CO., LTD.)
Note 100.
Suzhou Hantai System
Integration Company
Chairman Benny Chen (Representative of UNITED
INTEGRATED SERVICES CO., LTD.)
Note 100.
Director C.S. Chen (Representative of UNITED INTEGRATED
SERVICES CO.,LTD.)
Note 100.
Director Juichin Wu (Representative of UNITED
INTEGRATED SERVICES CO., LTD.)
Note 100.
Supervisor Yuanyi Wang (Representative of UNITED
INTEGRATED SERVICES CO., LTD.)
Note 100.
Jiangxi United
Integrated Services
Company
Chairman Benny Chen (Representative of UNITED
INTEGRATEDSERVICES CO.,LTD.)
Note 75.
Director C.S. Chen (Representative of UNITED INTEGRATED
SERVICES CO., LTD.)
Note 75.
Director Joseph Lee (Representative of UNITED
INTEGRATED SERVICES CO., LTD.)
Note 75.
Director Shaoming Chen (Representative of UNITED
INTEGRATEDSERVICES CO.,LTD.)
Note 75.
Director Juichin Wu (Representative of UNITED
INTEGRATED SERVICES CO., LTD.)
Note 75.
Director Chienhu Huang (Representative of Jiangxi
Construction Engineering (Group) Co., Ltd.)
Note 25.
Director Hsin Hsu (Representative of Jiangxi Construction
Engineering (Group) Co.,Ltd.)
Note 25.
UNITED
INTEGRATED
SERVICES CO., LTD.
(Singapore)
Chairman Benny Chen (Representative of UNITED
INTEGRATED SERVICES CO., LTD.)
Note 100.
Director ZHAO KE (Representative of UNITED
INTEGRATED SERVICES CO., LTD.)
Note 100.
Beijing Hanhe Tang
Medical Devices Co.,
Ltd.
Chairman Benny Chen (Representative of UNITED
INTEGRATEDSERVICES CO.,LTD.)
Note 100.
Director Ou Chang (Representative of UNITED INTEGRATED
SERVICES CO., LTD.)
Note 100.
Director Shihao Chen (Representative of UNITED
INTEGRATED SERVICES CO., LTD.)
Note 100.
Supervisor Huifen Li (Representative of UNITED INTEGRATED
SERVICES CO.,LTD.)
Note 100.

Note: It is registered with the capital contribution amount indicated.

~ 145 ~

5. Affiliate operation overview

Unit: NT$ Thousands December 31, 2020

Company name Capital
amount
Total assets Total
liabilities
Net worth Operating
income

Operating
profit
Profit and
loss (after
tax)

Earnings per
share (NT$)
(after tax)
UNITED
INTEGRATED
SERVICES CO.,
LTD. (BVI)
567,643 1,271,002
525,730

745,272

49,139

(1,151)

38,678

2.185
UNITED
INTEGRATED
SERVICES CO.,
LTD. (Singapore)
34,040 101,785
130,067

(28,282)

5,200

(42,881)

(35,867)

(23.91)
Jiangxi United
Integrated
Services
Company
446,702 2,981,446 2,391,590
589,856
2,143,154
269,012

232,111

2.3211
Han Xuan Energy
Co., Ltd.
150,000 288,485
141,567

146,918

0

(2,534)

(3,081)

(0.21)
Han Te Energy
Co., Ltd.
90,000 89,950
33

89,917

0

(89)

(83)

(0.009)
UNITED
INTEGRATED
SERVICES(USA)
CORP

57,130
56,262
503

55,759

0

(1,247)

(1,247)

(0.021)
  • (II) Consolidated business report of the affiliates: Please refer to Appendix A .

(III) Relationship report: Not applicable.

  • II. For the private placement of securities processed in the most recent year and as of the annual report printing date, it is necessary to disclose the date and amount resolved in the shareholders meeting or the board meeting, the basis and reasonableness of the price determination, the method of selecting the specific persons, the must reasons for the private placement, and from the stock proceeds collected to the fund implementation plan completed, the fund use of the private placement of securities, and plan implementation in the most recent year and as of the annual report printing date: None.

  • III. The Company’s stock shares held or disposed by the subsidiary in the most recent year and as of the annual report printing date

~ 146 ~

The acquisition and disposal of the Company’s stock shares by the subsidiaries

Unit: NT$ Thousands / Thousand shares / % Thousands / Thousand shares / % Thousands / Thousand shares / %
Name of
subsidiary
Paid-in capital Source of funds The
Company’ s
shareholding
ratio
Acquisition or
disposal date
Number of
shares acquired
and amount
Number of
shares disposed
and amount
Investment
gains and losses
Number of
shares held and
amount as of
the annual
report printing
date
Pledge made Making of
endorsements/g
uarantees for
the subsidiary
by the
Company
Loaning of
funds to the
subsidiary by
the Company
UNITED INTEGRATED
SERVICES CO., LTD. (BVI)
567,643 Shareholders’ investment 100.00% 2020 - - - - - -
As of the current
annual report
printing date
- - - - - -
Suyuan Trading (Shanghai)
Company
34,495 Shareholders’ investment 100.00% 2020 - - - - - - 130,019
As of the current
annual report
printing date
- - - - - - 128,724
Jiangxi United Integrated
Services Company
453,360 Shareholders’ investment 75.00% 2020 - - - - - - -
As of the current
annual report
printing date
- - - - - - -
UNITED INTEGRATED
SERVICES CO., LTD.
(Singapore)
22,620 Shareholders’ investment 100.00% 2020 - - - - - - -
As of the current
annual report
printing date
- - - - - - -

IV. Other necessary supplementary notes: None.

Nine. The occurrence of the events that have significant impact on shareholders’ equity or securities price as stipulated in Section 2, Paragraph 2, of Article 36 of the Act in the most recent year or as of the annual report printing date should be itemized for illustration:

Please refer to this annual report (Page 97 of the annual report) Seven: review and analysis of financial conditions and operating results and risk matters, Clause 12 of Paragraph 6 “Risk Management - Analysis and Evaluation:” Litigation or non litigation events: The sentenced or outstanding major - ’ litigation, non litigation, or administrative dispute of the Company and the Company s directors, supervisors, president, substantive principal, major shareholders with more than 10% shareholding, and subsidiaries in the most recent year and as of the annual report printing date that may have a significant ’ impact on shareholders equity or securities prices.

~ 147 ~

Appendix A

Representation Letter

The entities that are required to be included in the combined financial statements of United Integrated Services Co., Ltd. as of and for the year ended December 31, 2020 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 endorsed 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, United Integrated Services Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: United Integrated Services Co., Ltd.

Chairman: Chao Shui, Chen

Date: March 23, 2021

~ 148 ~

Independent Auditors' Report

To the Board of Directors of United Integrated Services Co., Ltd.:

Opinion

We have audited the consolidated financial statements of United Integrated Services Co., Ltd. and its Subsidiaries ("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 notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter section), 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 with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“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 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. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Emphasis of Matter

Some board members of United Integrated Services Co., Ltd. were sentenced of violating the Securities Exchange Act by the Taiwan High Court. For circumstances of these cases, please refer to Note12 (b) of the consolidated financial statements. Our opinion is not modified in respect of this matter.

~ 149 ~

Other Matter

We did not audit the financial statements of investee companies under the equity method and certain information of Note 13 (b) "Information on investees of the consolidated financial statements". Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for these investee companies, is based solely on the reports of other auditors. The investments in the investee companies constituted 3.14% and 3.63% of the consolidated total assets, as of December 31, 2020 and 2019, respectively. For the years then ended, the recognized shares of profit of associates accounted for using the equity method of these investee companies constituted 1.01% and 1.26% of the consolidated total profit before tax, respectively.

United Integrated Services Co., Ltd. has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion with the Emphasis of Matter or Other Matter paragraph.

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 of the current period. 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. In our judgment, the key audit matters we communicated in the auditors' report were as follows:

1. Revenue recognition

For the accounting policies related to revenue recognition, please refer to Note 4 (o) "Revenue recognition"; for uncertainty of accounting estimates and assumption for revenue recognition, please refer to Note 5 (b) "Revenue recognition"; for information of revenue recognition, please refer to Note 6 (u) "Revenue from contracts with customers" to the consolidated financial statements.

Description of Key Audit Matter:

The Group recognizes construction contract revenue by percentage of completion method. The percentage of completion is based on the contract costs incurred as of the financial statements reporting date, representing the percentage of the estimated total contract costs. Because construction contract accounting involves a high level of estimation and judgment, revenue recognition has been identified as one of the key audit matters for our audit.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included testing the effectiveness of the internal control related to the timing and precision of revenue recognition. Through sampling and reviewing new construction contracts and related documents throughout the Group's reporting period, we obtained annual project revenue statistics and validated the correctness of revenue recognized on the projects.

~ 150 ~

2. Accounts receivable impairment assessment

For the accounting policies related to the impairment assessment of accounts receivable, please refer to Note 4 (g) "Financial instruments"; for uncertainty of accounting estimates and assumption for the impairment assessment of accounts receivable, please refer to Note 5 (a) "Impairment assessment of accounts receivable"; for information of the impairment assessment of accounts receivable, please refer to Note 6 (c) "Notes and accounts receivable" to the consolidated financial statements.

Description of Key Audit Matter:

The Group recognized expected credit loss in accordance with the Group's policy of allowance for accounts receivable, and established its estimation based on its clients' credit risk, historical experiences of credit loss, and rational expectation of future economic conditions. Since the accounting of expected credit loss of accounts receivable involves a high level of estimation and judgment, the impairment assessment of accounts receivable has been identified as one of the key audit matters for our audit.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included: (i) understanding the accounting policies of the impairment assessment of notes and trade receivables; (ii) implementing sampling procedures to examine the accuracy of accounts receivable aging report; (iii) analyzing the changes of the aging of accounts receivable in each period; (iv) examining historical collection records; (v) examining subsequent collection status to evaluate the reasonableness of the Group's recognition of allowance for impairment loss.

3. Financial instruments assessment

For the accounting policies related to the assessment of financial instruments, please refer to Note 4 (g) "Financial Instruments"; for uncertainty of accounting estimates and judgments for fair value of financial instruments, please refer to Note 5 (c) "Fair value of financial instruments"; for information of the fair value of financial instruments, please refer to Note 6 (x) "Fair value hierarchy information" to the consolidated financial statements.

Description of Key Audit Matter:

The accounting of the assessment of financial instruments involves a high level of estimation and judgment. Therefore, the assessment of financial instruments has been identified as one of the key audit matters for our audit.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included: (i) testing the investment cycle and related financial reporting procedures, involving measurements and the internal control of financial reporting disclosures. (ii) assessing the reasonableness of valuation techniques of the financial assets measured at fair value without active market prices, including testing valuation models and inspecting the significant unobservable inputs to ensure that the applied valuation techniques were in accordance with IFRS 13 “Fair Value Measurement”.

~ 151 ~

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 with the IFRSs, IASs, IFRIC, 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, the 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 the management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with 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.

  1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

~ 152 ~

related disclosures made by the management.

  1. Conclude on the appropriateness of the 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.

  2. 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.

~ 153 ~

  1. 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.

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 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 Tzu-Hui, Lee and Jung-Lin, Lee.

KPMG

Taipei, Taiwan (Republic of China) March 23, 2021

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the 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 accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.

~ 154 ~

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar)

Assets
Current assets:
1100
Cash and cash equivalents (note6(a))
1110
Current financial assets measured at fair value through profit or loss (note6(b)(x))
1140
Current contract assets (note6(u))
1150
Notes receivable, net (note6(c))
1170
Accounts receivable, net (note6(c)(u) and 12)
1220
Current tax assets
130X
Inventories (note6(d))
1410
Prepayments (note6(e))
1470
Other current assets (note6(l))
Total current assets
Non-current assets:
1510
Non-current financial assets measured at fair value through profit or loss (note6(f)(x))
1517
Non-current financial assets measured at fair value through other comprehensive income
(note6(g)(x))
1550
Investments accounted for using equity method (note6(h))
1600
Property, plant and equipment (note6(i))
1755
Right-of-use assets (note6(j))
1780
Intangible assets (note6(k))
1840
Deferred tax assets (note6(r))
1900
Other non-current assets (note6(l)、8 and 9)
Total non-current assets
Total assets
December 31, 2020
Amount
%
$ 8,501,567
32
499,890
2
2,246,005
8
7,383
-
7,137,679
26
-
-
51,459
-
789,921
3
3,717,894
14
December 31, 2019
Amount
%
6,391,222
28
214,179
1
1,680,082
7
117,359
1
4,786,032
21
14,485
-
37,697
-
1,192,905
5
4,720,264
20
19,154,225
83
6,347
-
2,051,779
9
837,973
4
778,132
3
59,443
-
2,705
-
156,384
1
38,348
-
3,931,111
17
23,085,336
100
Liabilities and Equity
Current liabilities:
2130
Current contract liabilities (note6(u))
2150
Notes payable (note6(x))
2160
Notes payable-related parties (note6(x) and 7)
2170
Accounts payable (note6(x))
2180
Accounts payable-related parties (note6(x) and 7)
2220
Other payables-related parties (note7 and 12)
2230
Current tax liabilities
2250
Current provisions (note6(n))
2280
Current lease liabilities (note6(j)(p)(x))
2300
Other current liabilities (note6(o)(q)(x))
Total current liabilities
Non-Current liabilities:
2550
Non-current provisions (note6(q))
2570
Deferred tax liabilities (note6(r))
2580
Non-current lease liabilities (note6(j)(p)(x))
2645
Guarantee deposits received (note6(x))
Total non-current liabilities
Total liabilities
31XX
Equity attributable to owners of parent (note6(g)(s)):
3100
Common stock
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3350
Unappropriated earnings
3400
Other equity
Total equity attributable to owners of parent
36XX
Non-controlling interests
Total equity
Total liabilities and equity
December 31, December 31, 2019
Amount
%

6,515,385
28
14,439
-
-
-

5,520,443
24

99,754
-

160,183
1

551,331
3
16,743
-
18,390
-

1,041,584
5
Amount

22,951,798
85

6,805
-
1,958,718
7
849,145
3
790,818
3
192,323
1
3,353
-
165,079
1
130,528
-

16,312,842
60


13,938,252
61

326,982
1
95,643
-
149,400
1
12,182
-


288,952
2
102,607
-

10,141
-
7,571
-

584,207
2


409,271
2

16,897,049
62


14,347,523
63

1,905,867
7


1,905,867
8

4,096,769
15

368,144
1


373,561
2

2,015,786
7
4,866,403
18


1,730,497
6

3,625,577
16

6,882,189
25


5,356,074
22

847,854
4


931,964
4

10,004,054
37


8,567,466
36

147,464
1


170,347
1
$
27,048,567
100

10,151,518
38


8,737,813
37

$
27,048,567
100


23,085,336
100

See accompanying notes to consolidated financial statements.

~ 155 ~

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar, Except Earnings Per Share)

4000
Operating Revenues (note6(u) and 7):
4520
Construction revenue
4600
Service and design revenue etc.
Operating revenues, net
5000
Operating costs (note6(d)(k)(p)(q)(v), 7 and 12):
5520
Construction cost
5600
Service and design cost etc.
Total operating costs
Gross profit from operations
Operating expenses (note6(c)(k)(p)(q)(v),7 and 12):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit (gains) losses
Total operating expenses
Net operating income
Non-operating income and expenses:
7010
Other income (note6(b)(g)(w) and 7)
7020
Other gains and losses (note6(w) and 7)
7100
Interest income (note6(w))
7510
Interest expense (note6(p)(w) and 7)
7370
Share of profit of associations and joint ventures accounted for using equity method (note6(h))
Total non-operating income and expenses
7900
Net income from continuing operations before tax
7950
Less: Income tax expenses (note6(r))
8200
Net income
8300
Other comprehensive income(note6(g)(q)(r)(s)):
8310
Items that may not be reclassified subsequently to profit or loss:
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income
8320
Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other
comprehensive income that will not be reclassified to profit or loss
8349
Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss
Items that may not be reclassified subsequently to profit or loss
8360
Items that may be reclassified subsequently to profit or loss:
8361
Exchange differences on translation of foreign operation
8370
Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other
comprehensive income that will be reclassified to profit or loss
8399
Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss
Items that may be reclassified subsequently to profit or loss
8300
Other comprehensive income
8500
Comprehensive income
Profit attributable to:
8610
Shareholders of the Company
8620
Non-controlling interests
Comprehensive income attributable to:
8710
Shareholders of the Company
8720
Non-controlling interests
9750
Basic earnings per share (in dollars)(note6(t))
9850
Diluted earnings per share (in dollars)(note6(t))
2020 %

99

1
2019 %
98
2
Amount
$ 35,630,541
206,101
Amount

23,516,033

404,600

35,836,642


100


23,920,633
100

30,084,477
68,019


84

-


19,362,693
206,700
81
1

30,152,496


84


19,569,393
82

5,684,146


16


4,351,240
18

37,216
1,002,471
34,723
(10,910)


-

3

-

-

33,759

817,208
35,100
57,875
-
4
-
-

1,063,500


3


943,942
4

4,620,646


13


3,407,298
14

90,646
222,236
104,428
(7,600)
51,446


-

1

-

-

-

187,448

(59,617)
154,532
(7,168)
46,896
1
-
1
-
-

461,156


1


322,091
2

5,081,802
990,470


14

3


3,729,389

835,508
16
4

4,091,332


11


2,893,881
12

(37,279)

(93,061)

261
(7,456)


-

-

-

-

47,955
414,818
(773)
9,591
-
2
-
-

(122,623)


-

452,409
2

11,483

1,057
1,974


-

-

-

(57,644)
(8,431)
(9,921)
-
-
-

10,566


-

(56,154)
-

(112,057)


-

396,255
2

$
3,979,275

11

3,290,136
14

$ 4,033,304
58,028

11

-


2,815,298
78,583
12
-

$
4,091,332

11

2,893,881
12

$ 3,919,632
59,643

11

-


3,219,592
70,544
14
-

$
3,979,275


11


3,290,136
14

$

21.16
14.77
$ 20.83 14.57

See accompanying notes to consolidated financial statements.

~ 156 ~

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar)

Balance at January 1, 2019
A1
Net income
D1
Other comprehensive income
D3
Total comprehensive income
D5
Appropriation and distribution of retained earnings:
Legal reserve
B1
Special reserve
B3
Cash dividends
B5
Other changes in capital surplus:
Changes in equity of associates and joint ventures accounted for using equity method
C7
Changes in non-controlling interests
O1
Balance on December 31, 2019
Z1
Net income
D1
Other comprehensive income
D3
Total comprehensive income
D5
Appropriation and distribution of retained earnings:
Legal reserve
B1
Cash dividends
B5
Other changes in capital surplus:
Changes in equity of associates and joint ventures accounted for using equity method
C7
Changes in non-controlling interests
O1
Balance on December 31, 2020
Z1
Equity attributable to owners of parent Equity attributable to owners of parent Equity attributable to owners of parent Non-controlling
interests
Total equity
Share capital Capital
surplus
Retained earnings Other equity Total equity
attributable to
owners of parent
Exchange
differences on
translation of
foreign
operations

Unrealized gains
(losses)
on financial
assets measured
at fair value
through other
comprehensive
income
Total other
equity
Common stock Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total retained
earnings
$ 1,905,867 374,156
1,515,740
112,888 2,780,424
4,409,052
(63,488) 628,749
565,261

7,254,336
232,429
7,486,765


-

-

-
-


-
-

-
-

2,815,298
37,591



2,815,298

37,591

-
(48,115)

-
414,818


-

366,703


2,815,298

404,294

78,583
(8,039)



2,893,881

396,255

-
- - -
2,852,889



2,852,889

(48,115)

414,818



366,703



3,219,592

70,544



3,290,136
-
-
-
-

-
-
-
-
(595)
-
214,757
-
-

-
-
-
(112,888)
-
-
-

(214,757)
112,888
(1,905,867)
-
-



-

-

(1,905,867)
-
-

-
-
-
-
-

-
-
-
-
-


-
-
-
-
-


-
-
(1,905,867)
(595)
-

-
-
-
-
(132,626)


-
-
(1,905,867)
(595)

(132,626)
1,905,867 373,561
1,730,497
- 3,625,577
5,356,074
(111,603) 1,043,567
931,964

8,567,466

170,347



8,737,813


-

-

-
-


-
-
-
-

4,033,304
(29,562)



4,033,304

(29,562)

-
8,951

-
(93,061)


-

(84,110)


4,033,304

(113,672)

58,028
1,615



4,091,332

(112,057)

-
- - -
4,003,742



4,003,742

8,951

(93,061)



(84,110)



3,919,632

59,643



3,979,275
-
-
-

-
-
-
(5,417)
-
285,289
-

-
-
-
-
-
-

(285,289)
(2,477,627)
-
-



-

(2,477,627)
-
-

-
-
-
-

-
-
-
-


-
-
-
-


-
(2,477,627)
(5,417)
-

-
-
-
(82,526)


-
(2,477,627)
(5,417)

(82,526)
$
1,905,867
368,144
2,015,786
- 4,866,403 6,882,189 (102,652) 950,506 847,854 10,004,054
147,464


10,151,518

See accompanying notes to consolidated financial statements.

~ 157 ~

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar)

AAAA
Cash flows from (used in) operating activities:
A10000
Income before income tax
A20000
Adjustments:
A20010
Adjustments to reconcile profit (loss):
A20100
Depreciation expense
A20200
Amortization expense
A20300
Expected credit (gain) loss
A20400
Net profit on financial assets measured at fair value through profit or loss
A20900
Interest expense
A21200
Interest income
A21300
Dividend income
A22300
Share of profit of associates and joint ventures accounted for using equity method
A22500
Gain on disposal of property, plant and equipment
A20010
Total adjustments to reconcile loss
A30000
Changes in operating assets and liabilities:
A31000
Changes in operating assets:
A31125
(Increase) decrease in current contract assets
A31130
Decrease in notes receivable
A31150
Increase in accounts receivable
A31200
(Increase) decrease in inventories
A31230
Decrease in prepayments
A31240
Decrease in other current assets
A31000
Subtotal of changes in operating assets
A32000
Changes in operating liabilities:
A32125
Increase (decrease) in current contract liabilities
A32130
Increase (decrease) in notes payable
A32140
Increase (decrease) in notes payable-related parties
A32150
Increase in accounts payable
A32160
Increase in accounts payable-related parties
A32200
Increase in current provisions
A32230
Increase in other current liabilities
A32240
Increase in net defined benefit liability
A32000
Subtotal of changes in operating liabilities
A30000
Total changes in operating assets and liabilities
A20000
Total adjustments
A33000
Cash inflow generated from operations
A33100
Interest received
A33300
Interest paid
A33500
Income taxes paid
AAAA
Net cash flows from operating activities
BBBB
Cash flows from (used in) investing activities:
B00100
Acquisition of financial assets at fair value through profit or loss
B01800
Acquisition of investments accounted for using equity method
B02700
Acquisition of property, plant and equipment
B02800
Proceeds from disposal of property, plant and equipment
B03700
Decrease in guarantee deposits paid
B04500
Acquisition of intangible assets
B06500
Decrease (increase) in other financial assets
B06700
Increase in other non-current assets
B07600
Dividends received
BBBB
Net cash flows from (used in) investing activities
CCCC
Cash flows from (used in) financing activities:
C03100
Increase (decrease) in guarantee deposits received
Payment of lease liabilities
C04500
Cash dividends paid
C05800
Changes in non-controlling interests
CCCC
Net cash flows used in financing activities
DDDD
Effect of exchange rate changes on cash and cash equivalents
EEEE
Net increase (decrease) in cash and cash equivalents
E00100
Cash and cash equivalents at beginning of period
E00200
Cash and cash equivalents at end of period
2020
$ 5,081,802
48,713
1,475
(10,910)
(285,777)
7,600
(104,428)
(43,697)
(51,446)
(2,705)
2019

3,729,389

40,948

3,802

57,875

(52,933)

7,168

(154,532)

(93,980)

(46,896)

(2,390)

(441,175)



(240,938)

(565,923)
109,976
(2,343,639)
(13,762)
402,984
47,506



495,923

464,384

(1,014,631)

1,536

260,871

96,298

(2,362,858)



304,381

750,658
48,191
5,983
1,298,839
136,339
2,665
173,059
751



(427,973)

(227,356)

(38,960)

1,419,886

14,923

3,389

201,156

2,492
2,416,485

947,557

53,627



1,251,938

(387,548)



1,011,000

4,694,254
110,788
(1,302)
(1,030,009)



4,740,389

157,461

(870)

(813,961)

3,773,731



4,083,019

(392)
-
(39,100)
6,948
5,828
(1,456)
954,785
(104,941)
79,872



(10,139)
(99,449)

(6,972)

4,143

94,821

(1,823)

(3,045,311)

(1,906)

457,051

901,544



(2,609,585)

4,611
(21,066)
(2,477,627)
(82,526)



(1,231)

(14,530)

(1,905,867)

(132,626)

(2,576,608)



(2,054,254)

11,678
2,110,345
6,391,222



(57,256)

(638,076)

7,029,298

$
8,501,567


6,391,222

See accompanying notes to consolidated financial statements.

~ 158 ~

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar, Unless Otherwise Specified)

(1) Company history

United Integrated Services Co., Ltd. (hereinafter referred to as the “Company”) was incorporated as a limited company under the provisions of the Ministry of Economic Affairs, R.O.C on September 13, 1982, as United Technology And Engineering Co., Ltd.. The Company reincorporated as United Linkfast Co., Ltd. on March 14, 1990. On October 30, 1990, the Company merged with Linkfast System Co., Ltd. The surviving company was United Linkfast Co., Ltd., and renamed as United Integrated Services Co., Ltd. on May 29, 2002. The registered address of the Company was 6F., No.297 Sec.6, Roosevelt Rd., Wenshan Dist., Taipei City, Taiwan (R.O.C). On July 29, 2003, the Company merged with TAI QUN Technology Co., Ltd. through the cash consideration method. The surviving company was United Integrated Services Co., Ltd..

The Company and its subsidiaries (collectively referred hereinafter as the “Group”) are primarily engaged in: (1) contracting various running water projects, instrumental control projects, refrigerating and air conditioning projects, installation of clean rooms and the related transactions and manufacturing of supplies. (2) Traffic surveillance & control system engineering building, factory computer control monitoring systems, engineering environment monitoring systems, the design and installation of engineering toll collection systems and related supply transactions. (3) Various electrical and mechanical engineering contracts for transmission and distribution of electric power. (4) The design, installation, maintenance and trading of related equipment of various computerized automatic engineering monitoring systems. (5) Contracting of various computer and communication system integration projects and the manufacturing and trading of related software and hardware. (6) Installation and design of controlling equipment in computer rooms. (7) Technical advisory services for planning and designing of projects. (8) Importing restrained telecom radio frequency equipment.

Han Tai Investment Co., Ltd. (Han Tai Investment), was incorporated according to the "Company Act" endorsed by the Ministry of Economic Affairs (R.O.C.) on March 26, 1998. The Company was primarily engaged in investments in domestic and foreign technology industries and investments in domestic general manufacturing industries. On November 2017, Han Tai Investment's board of directors resolved to liquidate. The liquidation carried out in February 2019.

United Integrated Services (British Virgin Islands) Ltd. (UIS BVI), a holding company established in the third place in accordance to relevant laws of Republic of China, was established in accordance with the British Virgin Islands International Business Law on October 31, 2001. The company is engaged in investing in Su Yuan (Shanghai) Trading Ltd. and Suzhou Han Tai System Integrated Ltd., trading various engineering equipment and participating in installation projects. On August 2012, UIS BVI invested in Beijing Han He Tang Medical Instrument Ltd. and engaged in businesses such as distribution and agency services for medical devices.

On September 18, 2003, Jiangxi United Integrated Services Ltd. was incorporated as a limited company under the Ministry of Commerce of the People's Republic of China and the Jiangxi Provincial Administration of Industry and Commerce. The company mostly engages in is pipeline equipment installation projects.

(Continued)

~ 159 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

On January 25, 2011, United Integrated Services Pte Ltd. was incorporated as a limited company under the Singapore Accounting & Corporate Regulatory Authority. The company mainly engages in the construction of clean rooms.

On June 3, 2020, Hanxuan Energy Co., Ltd. (Hanxuan Energy) was incorporated as a company limited by shares under the Taipei City Government. The major business activities of the company are the self-usage power generation equipment utilizing renewable energy, and energy technical services.

On September 1, 2020, Hunter Energy Co., Ltd. (Hunter Energy) was incorporated as a company limited by shares under the New Taipei City Government. The major business activities of the company are the self-usage power generation equipment utilizing renewable energy, and energy technical services.

On November 30, 2020, UNITED INTEGRATED SERVICES (USA) CORP. (UIS(USA)) was incorporated as a company limited by shares under the Arizona Corporation Commission. The major business activities of the company are: (1) the installation construction of electrical and clean room, as well as the related transactions of supplies. (2) Technical advisory services for planning and designing of projects.

For the years ended December 31, 2020 and 2019, the composition of the consolidated financial statements includes the Company, its subsidiaries (the Group), and the affiliates of the Group in the associates. Please refer to note 4 (c) for the main operation items of the Group.

(2) Approval date and procedures of the consolidated financial statements

These consolidated financial statements were authorized for issuance by the Board of Directors on March 23, 2021.

(3) New standards, amendments and interpretations adopted:

  • (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 Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2020:

  • 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”

  • Amendments to IFRS 16 “COVID-19-Related Rent Concessions”

(Continued)

~ 160 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its consolidated financial statements:

  • Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • ● Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform Phase 2”

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

The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or
Interpretations
Amendments to IFRS 10 and
IAS 28 “Sale or Contribution
of Assets Between an Investor
and Its Associate or Joint
Venture”
Content of amendment
The amendments address an acknowledged
inconsistency between the requirements in
IFRS 10 and those in IAS 28 (2011) in
dealing with the sale or contribution of
assets between an investor and its associate
or joint venture.
The main consequence of the amendments is
that a full gain or loss is recognized when a
transaction involves a business (whether it is
housed in a subsidiary or not). A partial gain
or loss is recognized when a transaction
involves assets that do not constitute a
business, even if these assets are housed in a
subsidiary.
Effective date per
IASB
Effective date to be
determined by IASB

Amendments to IAS 37 The amendments clarify that the ‘costs of January 1, 2022 - “Onerous Contracts Cost of fulfilling a contract' comprises the costs that Fulfilling a Contract” relate directly to the contract as follows:

● the incremental costs – e.g. direct labor and materials; and

● an allocation of other direct costs – e.g. an allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract.

The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.

(Continued)

~ 161 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

  • IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

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

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

  • Annual Improvements to IFRS Standards 2018-2020

  • Amendments to IFRS 3 “Reference to the Conceptual Framework”

  • Amendments to IAS 1 “Disclosure of Accounting Policies”

  • Amendments to IAS 8 “Definition of Accounting Estimates”

(4) Summary of significant accounting policies

The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations”) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, R.O.C..

  • (b) Basis of preparation

  • (i) Basis of measurement

Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:

  • 1) Financial instruments measured at fair value through profit or loss are measured at fair value;

  • 2) Financial assets measured at fair value through other comprehensive income are measured at fair value;

  • 3) The defined benefit liabilities are measured at fair value of the plan assets less the present value of the defined benefit obligation.

  • (ii) Functional and presentation currency

The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan Dollar (NTD), which is the Company's functional currency. All financial information presented in NTD has been rounded to the nearest thousand.

(Continued)

~ 162 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (c) Basis of consolidation

  • (i) Principles of preparation of consolidated financial statements

The consolidated financial statements comprise the Company and subsidiaries. The financial statements of the subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions, are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having 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 interest in a subsidiary that do not result in the loss of control are accounted for as equity transactions.

  • (ii) List of the subsidiaries in the consolidated financial statements
Name of
investor
Name of subsidiary Principal activity Shareholding Shareholding
Description

December
31, 2020


December
31, 2019
The Company
The Company
The Company
The Company
The Company
The Company
United
Integrated
Services
BVI
United Integrated Services BVI

Jiangxi United Integrated Services Ltd.
United Integrated Services Pte Ltd.

Hanxuan Energy Co., Ltd. (note)

Hunter Energy Co., Ltd. (note)

UNITED INTEGRATED SERVICES
(USA) CORP. (note)
Su Yuan (Shanghai) Trading Ltd.
Investment Business
Electromechanical
business and pipeline
engineering business
Clean room
construction
self-usage power
generation
equipment utilizing
renewable energy
and energy technical
services
self-usage power
generation
equipment utilizing
renewable energy
and energy technical
services
Clean room
construction
Selling semiconductors,
clean rooms and
electromechanical
equipment
100%

75%
100%
100%
100%
100%

100%

100%

75%

100%

-
%

-
%

-
%

100%
Subsidiary of the
Company
Subsidiary of the
Company
Subsidiary of the
Company
Subsidiary of the
Company
Subsidiary of the
Company
Subsidiary of the
Company
Subsidiary of United
Integrated
Services BVI

(Continued)

~ 163 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Name of
investor
Name of subsidiary Principal activity Shareholding Shareholding
Description
December
31, 2020

December
31, 2019
United
Integrated
Services
BVI
United
Integrated
Services
BVI
Suzhou Han Tai System Integrated Ltd
Beijing Han He Tang Medical
Instrument Ltd.
Construction hardware
materials production
and sales
Distribution agency for
medical equipment,
import and export of
goods, after-sales
service
100%
100%

100%

100%
Subsidiary of United
Integrated
Services BVI
Subsidiary of United
Integrated
Services BVI

Note: It has not been in operation yet.

All of subsidiaries included in the consolidated financial statements.

  • (d) Foreign currencies

  • (i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

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

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

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

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

  • (ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

(Continued)

~ 164 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

  • (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 non-current.

  • 1) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • 2) It is held primarily for the purpose of trading;

  • 3) It is expected to be realized within twelve months after the reporting period; or

  • 4) The asset is cash or a cash equivalent (as defined in IAS 7) 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 non-current.

An entity shall classify a liability as current when:

  • 1) It is expected to be settled in the normal operating cycle;

  • 2) It is held primarily for the purpose of trading;

  • 3) It is due to be settled within twelve months after the reporting period; or

  • 4) The Group 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 issuing equity instruments do not affect its classification.

(Continued)

~ 165 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(iii) Other

The Group is mainly engaged in the planning, designation and construction contracting of various projects. Its business cycle is about three to five years. Due to assets and liabilities related to the engineering business, are based on operating cycle as the standard for dividing current or non-current.

(f) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in fair value. The definition of time deposit within 3 months is similar to that of cash equivalent; however, the purpose of holding time deposit is for short term cash commitment rather than investment.

  • (g) Financial instruments

  • (i) Financial assets

On initial recognition, a financial asset is classified as measured at: amortized cost; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • 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.

(Continued)

~ 166 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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 is recognized in profit or loss on the date on which the Group's right to receive payment is established.

  • 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. 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.

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)

Business model assessment

The Group makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

‧ the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management's strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;

  • ‧ how the performance of the portfolio is evaluated and reported to the Group's management;

  • ‧ the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

  • ‧ the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Group's continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

(Continued)

~ 167 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 5) Impairment of financial assets

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

Loss allowance for trade receivables and contract assets 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.

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.

The Group considers a financial asset to be in default when the financial asset is more than a year past due, or the debtor is unlikely to pay its credit obligations to the Group in full.

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 a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:

  • ‧ significant financial difficulty of the borrower or issuer;

  • ‧ a breach of contract such as a default or being more than a year past due;

  • ‧ the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

(Continued)

~ 168 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written 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.

6) 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.

The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

(ii) Financial liabilities

1) Financial liabilities

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.

2) 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.

  • 3) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

(Continued)

~ 169 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(h) Inventories

The cost of inventories consists of all costs of purchase, 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 their financial and operating policies.

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 actual significant influence.

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.

(j) 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.

(Continued)

~ 170 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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

  • (ii) Subsequent expenditure

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

  • (iii) 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 is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:


are as follows:
Buildings 5~50 years
Machinery 3~7 years
Plant equipment 3~50 years
Transportation equipment 3~7 years
Office equipment 3~10 years
Leasehold improvements 5 years

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

  • (k) Leases

  • (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

  • 2) the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

(Continued)

~ 171 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 3) the customer has the right to direct the use of the asset throughout the period of use only if either:

    • the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or

    • the relevant decisions about how and for what purpose the asset is used are predetermined and:

      • - the customer 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 customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.

  • (ii) As a lessee

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 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, including in-substance 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.

(Continued)

~ 172 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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 in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, 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 right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

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

  • (l) Intangible assets

  • (i) Recognition and measurement

Other intangible assets, including computer software, 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.

(Continued)

~ 173 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(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:

Computer software 3~10 years

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

  • (m) Impairment of non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, deferred tax assets and assets arising from employee benefits) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.

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. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

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.

(n) Provisions

A provision is recognized if, as a result of a past event, the Group has a present 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 monetary market time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

(Continued)

~ 174 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group shall provide one-thousandth of the total contract amounts for the completed project within one year of the period-end settlement for the project warranty reserve. When the actual expenditure occurs, the provision is reversed, and if there is a deficiency, it is listed as the annual expense.

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.

(o) Revenue Recognition

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 recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer's acceptance 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, 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) Consulting Services

The Group is engaged in providing construction consulting and design 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 to 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 the surveys of work performed.

(Continued)

~ 175 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(iii) Construction contracts

The Group enters into contracts to design and install constructions. Because its customer controls the asset as it is being constructed, the Group recognizes revenue over time basis of the construction costs incurred to date as a proportion of the total estimated costs of the contract. The consideration promised in the contract includes fixed and variable amounts. Considering the progress of a public construction is highly susceptible to factors outside the Group's control and, therefore, completion bonus is usually constrained, the Group recognizes revenue only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If the Group has recognized revenue, but not issued a bill, then the entitlement to consideration is recognized as a contract asset. The contract asset is transferred to receivables when the entitlement to payment becomes unconditional.

If the Group cannot reasonably measure its progress towards complete satisfaction of the performance obligation of a construction contract, the Group shall recognize revenue only to the extent of the costs expected to be recovered.

A provision for onerous contracts is recognized when the Group expects the unavoidable costs of performing the obligations under a construction contract exceed the economic benefits expected to be received under the contract.

Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

For constructions, the Group offers a standard warranty to provide assurance that they comply with agreed-upon specifications and has recognized warranty provisions for this obligation.

  • (p) Contract costs

  • (i) Incremental costs of obtaining a contract

The Group recognizes as an asset the incremental costs of obtaining a contract with a customer if the Group expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.

The Group applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.

(Continued)

~ 176 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(ii) Costs to fulfil a contract

If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Group recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:

  • ‧The costs relate directly to a contract or to an anticipated contract that the Group can specifically identify;

  • ‧The costs generate or enhance resources of the Group that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and

  • ‧The costs are expected to be recovered.

General and administrative costs, costs of wasted materials, labor or other resources to fulfil the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Group cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations(or partially satisfied performance obligations), the Group recognizes these costs as expenses when incurred.

(q) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

(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.

(Continued)

~ 177 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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.

(r) Income tax

Income taxes comprise 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 are 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 are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of 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.

(Continued)

~ 178 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Group 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 to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

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.

(s) Earnings per share

The Group discloses the Company's basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.

(t) 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 make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.

(5) Significant accounting assumptions and judgments, and major 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.

(Continued)

~ 179 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is as follows:

(a) Judgment regarding significant influence of investees

The Group has less than 20% of the voting or potential voting rights of Wholetech System Hitech Limited, JG Environmental Technology Co., Ltd. and Eco Energy Corporation. However, the Group has determined that it has significant influence because it has representation on the board of Wholetech System Hitech Limited, JG Environmental Technology Co., Ltd. and Eco Energy Corporation.

(b) Judgment of whether the Group has substantive control over its investees

The Group holds 33.30% of the outstanding voting shares of Ablerex Electronics Co., Ltd and is the single largest shareholder of the investee. Although the remaining 66.70% of Ablerex Electronics Co., Ltd's shares are not concentrated within specific shareholders, the Group still cannot obtain more than half of the total number of Ablerex Electronics Co., Ltd's directors. Therefore, it is determined that the Group has significant influence on Ablerex Electronics Co., Ltd.

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:

(a) Impairment assessment of accounts receivable

The Group has estimated the allowance for loss on trade receivable that is based on the risk of default occurring and the rate of expected credit loss. The Group has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating impairments and the selected inputs. For relevant assumptions and input values, please refer to Note 6 (c).

(b) Revenue recognition

The Group recognizes contract revenues based on the degree of completion on construction contracts; degree of completion is calculated with contract costs incurred to date as a percentage of estimated total contract costs. The Group considers the nature of each project, the estimated construction period, the project item, the construction process, the construction method and the estimated amount of the subcontracts when estimating total contract costs. Any changes in the estimates above may result in a significant adjustment to the estimated amount, please refer to Note 6 (u).

(c) Fair value of financial instruments

The fair value of financial instruments in non active markets or without open market quotes is determined by evaluation models or counterparty quotations. When using the evaluation model to determine fair value, all models only use observable data as input values without artificial adjustment. The observable input value is based on the principle of long term stable market used parameters to avoid differences in cross period financial reporting due to changes in data sources. The model must be repeatedly adjusted and verified to ensure that the output is sufficient to properly reflect the value of the asset.

(Continued)

~ 180 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

For detailed information on the main assumptions used in determining the fair value of the financial instruments and detailed sensitivity analysis of these assumptions, please refer to Note 6 (x).

  • (d) Measurement of defined benefit obligations

Defined benefit costs and net defined benefit liabilities (assets) under defined benefit pension plans are calculated using the Projected Unit Credit Method. The appropriate actuarial assumptions include the discount rate, employee turnover rate, and future salary increase rate. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expense and liability. Please refer to Note 6 (q) for the material actuarial assumptions and sensitivity analysis for actuarial calculations.

(6) Explanation of significant accounts

(a) Cash and cash equivalents

Cash on hand and petty cash
Demand deposits
Check deposits
Time deposits
Cash and cash equivalents in the consolidated statement of
cash flow
December 31,
2020
$ 10,517
4,951,591
3,718
3,535,741
December 31,
2019

15,167

2,749,212

1,083

3,625,760

$
8,501,567



6,391,222

Please refer to note 6 (x) for the disclosure of the sensitivity analysis and interest rate risk of the financial assets and liabilities of the Group.

  • (b) Current financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or
loss:
Stocks listed on domestic markets
Stocks unlisted on domestic markets
Valuation adjustment
Total
December 31,
2020
$ 236,590
68,687
194,613
December 31,
2019

117,896

186,989

(90,706)

$
499,890



214,179

For the years ended December 31, 2020 and 2019, the Group recognized dividend income from the above financial assets measured at fair value through profit or loss of $1,564 thousand and $5,736 thousand, respectively.

(Continued)

~ 181 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(c) Notes and accounts receivable, net

Notes receivable-unrelated parties
Accounts receivable-unrelated parties
Less: Loss allowance
Total
December 31,
2020
$ 7,383
7,402,904
265,225
December 31,
2019

117,359

5,056,402

270,370

$
7,145,062


4,903,391

The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions in respect of all receivables with a credit rating of A were determined as follows:

Current
1 to 60 days past due
61 to 120 days past due
121 to 365 days past due
More than one year past due
Current
1 to 60 days past due
61 to 120 days past due
121 to 365 days past due
More than one year past due
December 31, 2020 December 31, 2020 December 31, 2020
Loss allowance
provision
-
1,441
290
213
249,113
Gross carrying
amount
$ 6,920,190
144,116
28,942
21,326
249,113
Weighted-avera
ge expected
credit loss rate

$
7,363,687

251,057


Loss allowance
provision
-
67
107
1,736
268,460
Gross carrying
amount
$ 4,714,204
6,724
10,742
173,631
268,460
Weighted-avera
ge expected
credit loss rate


1%

1%

1%
100%

$
5,173,761

270,370

(Continued)

~ 182 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The loss allowance provisions in respect of all receivables with a credit rating of B were determined as follows:

Current
121 to 365 days past due
December 31, 2020 December 31, 2020 December 31, 2020
Loss allowance
provision
-
14,168
Gross carrying
amount
$ 19,300
27,300
Weighted-avera
ge expected
credit loss rate

52%

$
46,600

14,168

For the year ended December 31, 2019, the Group did not have receivables with a credit rating of B.

The movement in the allowance for notes and accounts receivable were as follows:

Balance at January 1
Impairment losses (reversed) recognized
Receivables collected
Amounts written off
Foreign exchange losses / (gains)
Balance at December 31
2020
$ 270,370
(10,910)
2,863
-
2,902
2019

234,778

57,875

-
(15,256)

(7,027)

$
265,225


270,370

The Group recognized the allowance for notes and accounts receivable based on the nature of the industry, historical payment behavior and the credit rating of customers.

The Group did not provide any notes and accounts receivable as collaterals.

  • (d) Inventories
Raw materials
Work in progress
Finished goods
Merchandise
Total
December 31, 2020 December 31, 2020
Carrying
Amount

38,116

1,485

7,808

4,050
Cost
$ 41,111
22,093
16,866
10,855
Allowance for
Impairment

(2,995)

(20,608)

(9,058)

(6,805)

$
90,925



(39,466)



51,459

(Continued)

~ 183 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Raw materials
Work in progress
Finished goods
Merchandise
Total
December 31, 2019 December 31, 2019
Carrying
Amount

34,511

1,739

1,447

-
Cost
$ 44,410
18,439
12,527
6,805
Allowance for
Impairment

(9,899)

(16,700)

(11,080)

(6,805)

$
82,181



(44,484)


37,697

For the years ended December 31, 2020 and 2019, the reversal of write-downs of inventories amounted to $5,018 thousand and $4,789 thousand, respectively. The loss on disposal of inventories amounted to $5,570 thousand and $2,998 thousand in 2020 and 2019, respectively. The amounts shown above were included in the cost of sales.

The Group did not provide any inventories as collaterals.

  • (e) Prepayments
Domestic purchase of materials
Foreign purchase of materials
Prepaid project subcontractor cost
Prepaid insurance expense
Others
Total
December 31,
2020
$ 146,018
489,554
40,862
15,998
97,489
December 31,
2019

328,710

682,095

108,034

17,746

56,320

$
789,921


1,192,905

(f) Non-current financial assets measured at fair value through profit or loss

Financial assets measured at fair value through profit or
loss:
Stocks unlisted on domestic markets
Valuation adjustments
Total
December 31,
2020
$ 34,795
(27,990)
December 31,
2019

34,795

(28,448)

$
6,805



6,347

(Continued)

~ 184 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(g) Non-current financial assets measured at fair value through other comprehensive income

Equity instruments measured at fair value through other
comprehensive income
Unlisted stocks (overseas)
Valuation adjustment
Total
December 31,
2020
$ 1,008,212
950,506
December 31,
2019

1,008,212

1,043,567

$
1,958,718



2,051,779
  • (i) The equity instrument investment of the Group is a long-term strategic investment and is not held for trading, which has been designated as measured at fair value through other comprehensive income. In September 2020, the equity instrument investments declared dividends amounting to $42,133 thousand and be claimed in December 2020. In September 2019, the equity instrument investments declared dividends amounting to $88,244 thousand and be claimed in November 2019.

  • (ii) The changes in valuation adjustment of financial assets measured at fair value through other comprehensive income were as follows:


comprehensive income were as follows:
Balance at January 1
Add: (reversal) recognition for current period
Balance at December 31
2020
$ 1,043,567
(93,061)
2019

628,749

414,818

$
950,506



1,043,567
  • (h) Investments accounted for using equity method

  • (i) Affiliate which was material to the Group consisted of the followings:

Name of
Affiliate
Nature of Relationship
with the Group
Main operating
location/Registered
Country of the
Company
Proportion of
shareholding and voting
rights
Proportion of
shareholding and voting
rights
December
31, 2020
December
31, 2019

33.30%
Ablerex electronics
co., Ltd.
Selling and Manufacturing
of UPS
Taiwan 33.30%

The fair value of affiliate listed on the Stock Exchange (over the counter) which was material to the Group was as follows:

Ablerex electronics co., Ltd. December 31,
2020
$
1,773,000
December 31,
2019

1,507,500

(Continued)

~ 185 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

A summary of the consolidated financial information of significant associates was as follows:

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Net assets attributable to non-controlling interests
Net assets attributable to investee
Operating revenue
Net income from continuing operations
Other comprehensive income
Total comprehensive income
Total comprehensive income attributable to
non-controlling interests
Total comprehensive income attributable to investee
Share of net assets of associate attributable to the
Group as of January 1
Total comprehensive income attributable to the Group
Adjustments for using equity method
Dividends from associate
Share of net assets of associate attributable to the
Group as of December 31
Add: Goodwill
Ending balance of net assets of associate attributable
to the Group
December 31,
2020
$ 2,003,389
963,721
(1,351,435)
(134,423)
December 31,
2019

1,848,379

1,006,010
(1,256,452)
(116,537)

$
1,481,252


1,481,400

$
13,538



12,643

$
1,467,714



1,468,757

2020
$
2,361,923


2019

2,462,390

$ 44,370
481



40,623

(20,462)
$
44,851


20,161

$
876



(238)
$
43,975


20,399

2020
$ 490,820
14,645
(6)
(14,986)


2019

507,101

6,794

(595)

(22,480)

490,473
116



490,820

116
$
490,589

490,936

  • (ii) Insignificant associates

The Group's financial information for investments accounted for using the equity method that are individually insignificant were as follows:

Carrying amount of individually insignificant
associates' equity
December 31,
2020
$
358,556
December 31,
2019

347,037

(Continued)

~ 186 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Attributable to the Group:
Income from continuing operations
Other comprehensive income
Total comprehensive income
2020
$ 36,906
1,213
2019

33,718

(2,820)

$
38,119



30,898

In 2020 and 2019, the preparation of the financial statements for the investee companies under the equity method was evaluated based on the auditors' reports of the investee companies. For the years ended December 31, 2020 and 2019, the share of profit of associations accounted for using equity method amounted to $51,446 thousand and $46,896 thousand, respectively.

(iii) Guarantee

The Group did not provide any investment accounted for using equity method as collaterals.

(i) Property, plant and equipment

The cost, depreciation, and impairment of the property, plant and equipment of the Group for the years ended December 31, 2020 and 2019, were as follows:

Cost or deemed cost:
Balance at January 1, 2020
Additions
Disposal
Effect of movements in exchange
rates
Balance at December 31, 2020
Balance at January 1, 2019
Additions
Disposals
Reclassification
Effect of movements in exchange
rates
Balance at December 31, 2019
Accumulated depreciation and
impairment loss:
Balance at January 1, 2020
Depreciation
Disposal
Effect of movements in exchange
rates
Balance at December 31, 2020
Balance at January 1, 2019
Depreciation
Disposal
Effect of movements in exchange
rates
Balance at December 31, 2019
Carrying amounts:
Balance at December 31, 2020
Balance at January 1, 2019
Balance at December 31, 2019
Land Buildings Machinery Plant
equipment
Transportation
Equipment
Office
equipment
Leasehold
Improvements
Total
$ 398,537
6,197
(1,725)
(227)

363,925

24,789

(3,003)

4,133

79,002

1,391

(9,987)

394

156,835

-

(448)

-

12,162
663

(798)
54

68,239

6,060

(3,253)

271

2,076

-

-

-

1,080,776
39,100
(19,214)
4,625

$
402,782



389,844


70,800

156,387

12,081

71,317

2,076


1,105,287

$ 398,537
-
-
-
-



373,842
1,585
-
-
(11,502)



104,131

1,380
(25,559)
-

(950)



156,485

350

-
-

-



14,680

-
(2,373)
-
(145)



71,384
3,657

(6,300)
119

(621)



2,076

-

-

-

-



1,121,135
6,972
(34,232)
119
(13,218)
$
398,537


363,925



79,002


156,835


12,162



68,239


2,076


1,080,776

$ 1,160
-
-
-



117,976
13,357
(1,257)
1,639



72,987

1,309

(9,350)

383



43,471

4,170

(404)

-



7,628

1,408

(742)
29



57,449

4,183

(3,218)

242



1,973

76

-

-



302,644

24,503
(14,971)
2,293
$
1,160


131,715


65,329

47,237

8,323

58,656

2,049


314,469

$ 1,160
-
-
-



106,507
13,790
-
(2,321)



95,735

2,011
(23,846)

(913)



39,286

4,185

-

-



9,610

1,372
(2,372)
(982)



60,429

3,675

(6,261)

(394)



1,775

198

-

-



314,502

25,231
(32,479)
(4,610)
$
1,160


117,976



72,987


43,471


7,628



57,449


1,973


302,644

$
401,622



258,129



5,471



109,150



3,758



12,661



27



790,818

$
397,377



267,335



8,396



117,199



5,070



10,955


301


806,633

$
397,377



245,949



6,015



113,364



4,534



10,790


103


778,132

The property, plant and equipment of the Group had not been pledged as collaterals.

(Continued)

~ 187 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(j) Right-of-use assets

The Group leases many assets including land, buildings and office equipment. Information about leases for which the Group as a lessee was presented below:

Cost:
Balance at January 1, 2020
Additions
Write-off
Effect of movements in exchange rates
Balance at December 31, 2020
Balance at January 1, 2019
Additions
Effect of movements in exchange rates
Balance at December 31, 2019
Accumulated depreciation:
Balance at January 1, 2020
Depreciation
Write-off
Effect of movements in exchange rates
Balance at December 31, 2020
Balance at January 1, 2019
Depreciation
Effect of movements in exchange rates
Balance at December 31, 2019
Carrying amount:
Balance at December 31, 2020
Balance at January 1, 2019
Balance at December 31, 2019
Land
$ 32,059
141,343
-
539
Buildings
41,571
19,665
(9,665)
64
Office
equipment
1,285
1,476
(2,260)
4
Total
74,915
162,484
(11,925)
607
$
173,941
51,635 505 226,081

$ 33,287
-
(1,228)

26,537
15,541
(507)
1,296
-
(11)

61,120
15,541
(1,746)

$
32,059

41,571

1,285

74,915

$ 795
2,983
-
30

14,123
20,461
(5,038)
126

554
766
(1,046)
4

15,472
24,210
(6,084)
160
$
3,808
29,672 278 33,758

$ -
826
(31)

-
14,332
(209)
-
559
(5)

-
15,717
(245)

$
795

14,123

554

15,472
$
170,133

21,963
227
192,323

$
33,287

26,537
1,296
61,120

$
31,264

27,448

731

59,443

On September 9, 2020, the Group entered into a land lease for solar energy installation with Jindun Village Forestry Cooperative of Changhua County. The total rental during the construction period was $880 thousand. Furthermore, the annual rental was $8,400 thousand, as well as the land value tax born by lessee for a period of 20 years from the date of completion of the construction. According to the above transactions, the Group recognized both $141,343 thousand of right-of-use assets and lease liabilities.

(Continued)

~ 188 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(k) Intangible assets

The cost and amortization of the intangible assets of the Group for the years ended December 31, 2020 and 2019 were as follows:

Costs:
Balance at January 1, 2020
Additions
Balance at December 31, 2020
Balance at January 1, 2019
Additions
Balance at December 31, 2019
Accumulated amortization:
Balance at January 1, 2020
Amortization
Balance at December 31, 2020
Balance at January 1, 2019
Amortization
Balance at December 31, 2019
Carrying value:
Balance at December 31, 2020
Balance at January 1, 2019
Balance at December 31, 2019
Computer
software
$ 10,327
1,456

$
11,783

$ 8,504
1,823

$
10,327

$ 7,622
808
$
8,430

$ 7,163
459
$
7,622

$
3,353

$
1,341

$
2,705

For the years ended December 31, 2020 and 2019, the amortization expense amounted to $808 thousand and $459 thousand, respectively. These expenses were included in operating costs and operating expenses in the consolidated statements of comprehensive income.

  • (l) Other current assets and non-current assets

  • (i) The other current assets of the Group were as follows:

Other financial assets
Construction guarantee deposits paid
Temporary payment
Others
Total
December 31,
2020
$ 3,510,823
10,286
21,801
174,984
December 31,
2019

4,453,340

16,273

33,913

216,738

$
3,717,894



4,720,264

Other financial assets were time deposits with a maturity of three to twelve months.

(Continued)

~ 189 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (ii) The other non-current assets of the Group were as follows:
Other financial assets
Guarantee deposits paid
Prepayments of equipment for construction project
Prepayments for land and buildings
Others
Total
December 31,
2020
$ 850
21,986
1,049
104,608
2,035
December 31,
2019
13,118
21,827
1,471
-
1,932

$
130,528

38,348

Other financial assets were mainly time deposits with a maturity of more than twelve months and restricted deposits.

The prepayments for land and buildings were the prepayments of purchase price of properties, deed tax, stamp tax, fees and other prepayments related to the properties as a headquarters in 2020.

  • (m) Short-term borrowings

The short-term borrowings were summarized as follows:

Range of interest rates (%)
Unused short-term credit lines
(n)
Current provisions
Balance at January 1, 2020
Provisions made during the year
Provisions used during the year
Balance at December 31, 2020
Balance at January 1, 2019
Provisions made during the year
Provisions used during the year
Balance at December 31, 2019
December 31,
2019
-
2,669,748

Warranty
$ 16,743
11,218
(8,553)
$
19,408
$ 13,354
11,388
(7,999)
$
16,743

The Group determined provisions for warranty based on 0.1% of the value of the construction contracts completed within one year. The provisions for warranty were deducted as incurred, otherwise, it was recognized as an expense for current period if there was a deficiency.

(Continued)

~ 190 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(o) Other current liabilities

Receipts under custody
Other payables
Accrued expenses
Other current liabilities
Dividends payable
December 31,
2020
$ 1,881
54,627
899,731
5,298
253,184
December 31,
2019

1,558

61,745

693,858

6,143

278,280

$
1,214,721


1,041,584

(p) Lease liabilities

The Group's lease liabilities were as follow:

Current
Non-current
For the maturity analysis, please refer to note 6(x).
The amounts recognized in profit or loss were as follows:
Interest on lease liabilities
Expenses relating to short-term leases
The amounts recognized in the statement of cash flows for the
Total cash outflow for leases
December 31,
2020
$
14,568
December 31,
2019

18,390

$
149,400



10,141

2020
$
1,188


2019

842

$
26,816


24,226


Group was as follows:
2020
2019
$
49,070
39,598
  • (i) Real estate leases

The Group leases land and buildings for its office space and plant. The leases of office space and plant typically run for a period of 1 to 3 years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract-term.

Some leases provide for additional rent payments that are based on changes in local price indices. Some also require the Group to make payments that relate to the property taxes levied on the lessor and insurance payments made by the lessor; these amounts are generally determined annually.

(Continued)

~ 191 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Some leases of office buildings contain extension or cancellation options. These leases are negotiated and monitored by local management, and accordingly, contain a wide range of different terms and conditions. The extension options held are exercisable only by the Group and not by the lessors. In which lease is not reasonably certain to use an optional extended lease term, payments associated with the optional period are not included within lease liabilities.

(ii) Other leases

The Group leases equipment, with lease terms of 1 to 3 years. In some cases, the Group has options to purchase the assets at the end of the contract term; in other cases, it guarantees the residual value of the leased assets at the end of the contract term.

The Group also leases buildings and equipments. These leases are short-term or leases of low-value items. The Group has elected not to recognize right-of-use assets and lease liabilities for these leases.

(q) Employee benefits

  • (i) Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:

Present value of the defined benefit obligations
Fair value of plan assets
Net defined benefit liabilities
December 31,
2020
$ (435,658)
108,676
December 31,
2019

(393,352)

104,400

$
(326,982)


(288,952)

The Group's employee benefit liabilities were as follows:

Short-term compensated absence liabilities (Accrued
expenses)
December 31,
2020
$
24,537
December 31,
2019
23,248

(Continued)

~ 192 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months 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 Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Group's Bank of Taiwan labor pension reserve account balance amounted to $108,676 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.

2) Movements in present value of the defined benefit obligations

The movements in present value of the defined benefit obligations for the Group for the years ended December 31, 2020 and 2019 were as follows:

Defined benefit obligations at January 1
Current service costs and interest cost
Remeasurements of the net defined benefit
liabilities
-Actuarial loss (gain) arising from
changes in financial assumptions
-Actuarial gain arising from experience
adjustments
Benefits paid
Defined benefit obligations at December 31
2020
$ 393,352
6,045
42,080
(3,000)
(2,819)
2019

431,883

6,506

(8,969)

(35,249)

(819)

$
435,658


393,352

(Continued)

~ 193 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 3) Movements in defined benefit plan assets

The movements in the fair value of the defined benefit plan assets for the Group for the years ended December 31, 2020 and 2019 were as follows:

Fair value of plan assets at January 1
Interest income
Remeasurements of the net defined benefit
liabilities
-Return on plan assets excluding interest
income
Contributions
Benefits paid
Fair value of plan assets at December 31
2020
$ 104,400
2,377
1,801
2,917
(2,819)
2019

97,468

959

3,737

3,055

(819)

$ 108,676



104,400
  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Group for the years ended December 31, 2020 and 2019 were as follows:


2020 and 2019 were as follows:
Current service costs
Net interest of net liabilities for defined benefit
obligations
Operating costs
Operating expenses
2020
$ 1,718
1,950
2019

2,331

3,216

$
3,668


5,547

2020
$ 3,046
622

2019

4,569

978
$
3,668

5,547
  • 5) Remeasurement of the net defined benefit liability recognized in other comprehensive income

The Group's remeasurement of the net defined benefit liability recognized in other comprehensive income for the years ended December 31, 2020 and 2019 were as follows:

Accumulated amount at January 1
Recognized during the period
Accumulated amount at December 31
2020
$ 104,269
37,279
2019

152,224

(47,955)

$
141,548


104,269

(Continued)

~ 194 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

6) Actuarial assumptions

The principal actuarial assumptions for the Group at the reporting date were as follows:

Discount rate
Future salary increases rate
December 31,
2020
0.35%
2.00%
December 31,
2019
1.10%
1.50%

The expected allocation payment to be made by the Group to the defined benefit plans for the one-year period after the reporting date is $2,974 thousand.

The weighted average lifetime of the defined benefit plans is 8.48 years.

  • 7) Sensitivity analysis

As of December 31, 2020 and 2019, if the actuarial assumptions had changed, the impact on the present value of the defined benefit obligations shall be as follows:

December 31, 2020
Discount rate (0.50%)
Future salary increase rate (0.25%)
December 31, 2019
Discount rate (0.50%)
Future salary increase rate (0.25%)
The impact of defined benefit
obligations
Increase
Decrease
$ (17,757)
13,217
9,006
(8,779)
(16,723)
17,853
8,531
(8,301)
Increase
$ (17,757)
9,006
(16,723)
8,531

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions 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 pension liabilities in the balance sheets.

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2020 and 2019.

(ii) Defined contribution plans

The Group allocates 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 Group allocates fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Bureau of Labor Insurance amounted to $31,251 thousand and $29,489 thousand for the years ended December 31, 2020 and 2019, respectively.

(Continued)

~ 195 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (r) Income taxes

  • (i) Income tax expenses

The components of income tax of the Group in the years 2020 and 2019 were as follows:

Current tax expense
Current period
Adjustment for prior periods
Deferred tax benefit
Origination and reversal of temporary differences
Income tax expense
2020
$ 1,007,342
(6,695)
2019

948,030

(24,788)

1,000,647



923,242

(10,177)



(87,734)

$
990,470


835,508

The amount of income tax expense (benefit) recognized directly in other comprehensive income for the years ended December 31, 2020 and 2019 were as follows:

Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Items that may be reclassified subsequently to profit or
loss:
Exchange differences on translation
2020
$ 7,456
2019

(9,591)

(1,974)



9,921

$
5,482


330

Reconciliation of the Group's income tax expense and net income before tax for 2020 and 2019 was as follows:

Net income before tax
Income tax using the Company's domestic tax rate
Effect of tax rates in foreign jurisdiction
Tax- exempt income
Permanent differences
5% income surtax on undistributed earnings
Income tax adjustments for prior periods
Total
2020
$
5,081,802
2019
3,729,389

$ 1,016,360
38,032
(313)
(56,914)
-
(6,695)


745,878

108,928

(1,147)

3,038
3,599

(24,788)

$
990,470


835,508

(Continued)

~ 196 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (ii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items:

The court adjudged to pay the payment and
related interest expenses
December 31,
2020
$
33,296
December 31,
2019

32,037

  • 2) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2020 and 2019 were as follows:

Deferred tax liabilities:

Balance at January 1, 2020
Recognized in profit or loss
Balance at December 31,
2020
Balance at January 1, 2019
Recognized in profit or loss
Recognized in other
comprehensive income
Balance at December 31,
2019
Foreign
investment
income
$ 102,607
(6,964)
cumulative
translation
adjustment

-

-
Total
102,607
(6,964)

$
95,643

-

95,643

$ 125,353
(22,746)
-

(6,370)

-
6,370


118,983
(22,746)

6,370
$
102,607
- 102,607

Deferred Tax Assets:

Balance at January 1, 2020
Recognized in profit or loss
Recognized in other
comprehensive income
Balance at December 31, 2020
Balance at January 1, 2019
Recognized in profit or loss
Recognized in other
comprehensive income
Balance at December 31, 2019
Defined benefit
plans
Unrealized
warranty
5,823
533
-
Loss
allowance
exceeded the
limit
12,779
(8,001)
-
Allowance
for inventory
valuation
8,897
(1,004)
-
Foreign
investment
loss
36,609
7,423
-
Others
62,830
4,262
(1,974)
Total
156,384
3,213
5,482
$ 29,446
-
7,456
$
36,902
6,356 4,778 7,893 44,032 65,118 165,079

$ 39,037
-
(9,591)

5,145
678
-

4,412
8,367
-

9,854
(957)
-

-
36,609
-

26,248
20,291
16,291

84,696
64,988
6,700
$
29,446
5,823 12,779 8,897 36,609 62,830 156,384

(iii) Assessment of tax

The Company's tax returns for the years through 2018 were assessed by the tax authorities.

(Continued)

~ 197 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(s) Capital and other equity

  • (i) Common Stock

As of December 31, 2020 and 2019, the Company's authorized capital both amounted to $3,000,000 thousand with par value of $10 per share. The Company's issued capital both amounted to $1,905,867 thousand at December 31, 2020 and 2019.

(ii) Capital surplus

The balances of capital surplus were as follows:

Capital surplus - premium from merger
Share premium
Convertible bond premium
Treasury share transactions
Others
December 31,
2020
$ 6,938
49,987
215,672
77,158
18,389
December 31,
2019

6,938

49,987

215,672

77,158

23,806

$
368,144



373,561

According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.

(iii) Retained earnings

According to the Company's Article of Incorporation, if the Company has retained earnings according to its annual accounts, it may, after paying all taxes, and making up all past losses, set aside a 10% legal reserve, and a special reserve, if necessary, pursuant to laws, unless the reserve as allocated has equaled the Company's paid-in capital. The remainder, if any, shall be provided as or reversed from special reserve pursuant to laws. The balance, if any, shall be included into the unappropriated accumulated earnings for prior years and allocated as bonuses and dividends to shareholders based on the motion for allocation of earnings proposed by the Board of Directors, then resolved by a shareholders' meeting.

According to the amendment to Article 19-1 of the Article of Incorporation pursuant to a resolution by a general shareholders' meeting on June 19, 2019. Where the earnings referred in the preceding paragraph are intended to be allocated in cash, the Board of Directors is authorized to allocate the same per special resolution and report it to the shareholders' meeting.

(Continued)

~ 198 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Company's dividend policy is based on current and future development plans, considering the investment environment, capital needs, domestic and international competition, taking into account the interests of shareholders and other factors, in order to stabilize business development and protect investors' rights and interests. The dividends to shareholders can be in the form of cash dividend and/or stock dividend; also, the cash dividend is not less than 25% of the total dividend.

  • 1) Legal reserve

When a company incurs no loss, it may, pursuant to a resolution by the shareholders' meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

  • 2) Earnings distribution

For the appropriations of earnings for 2019 and 2018, the amounts of cash dividends to be distributed were $13 and $10 per share in 2020 and 2019, respectively. The related information would be available at the Market Observation Post System website.

  • (iv) Other equity, net of tax
(iv) Other equity, net of tax
Balance at January 1, 2020
Exchange differences on foreign operations
Unrealized gains (losses) from financial assets
measured at fair value through other comprehensive
income
Balance at December 31, 2020
Balance at January 1, 2019
Exchange differences on foreign operations
Unrealized gains (losses) from financial assets
measured at fair value through other comprehensive
income
Balance at December 31, 2019
(t)
Earnings per share
Exchange differences on
translation of foreign
operations
Unrealized gains (losses)
on financial assets
measured at fair value
through other
comprehensive income

1,043,567

-
(93,061)
Total
931,964
8,951
(93,061)
$ (111,603)
8,951
-
$
(102,652)

950,506
847,854

$ (63,488)
(48,115)
-



628,749

-
414,818

565,261
(48,115)
414,818
$
(111,603)

1,043,567
931,964

The calculation of basic earnings per share and diluted earnings per share for the years ended December 31, 2020 and 2019 were as follows:

  • (i) Basic earnings per share
Net income attributable to ordinary shareholders of the
Company
Weighted average number of ordinary shares
Basic earnings per share (in NT dollars)
2020
$
4,033,304
2019
2,815,298

190,587

190,587

$
21.16

14.77

(Continued)

~ 199 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

ii) Diluted earnings per share

Net income attributable to ordinary shareholders of the
Company (diluted)
Weighted average number of ordinary shares (basic)
Effect of potentially dilutive ordinary shares:
Effect of employee bonuses
Weighted average number of ordinary shares (diluted)
Diluted earnings per share (in NT dollars)
2020
$
4,033,304
2019
2,815,298

190,587
3,074


190,587

2,612

193,661


193,199

$
20.83

14.57
(u)
Revenue from contracts with customers
(i)
Disaggregation of revenue
Primary geographic markets:
Taiwan
Mainland China
Singapore
Major products/services lines:
Integrated engineering service
Service and design
Sales
Type of contract:
Fixed price contract
Material-based contract
2020
$ 33,667,653
2,163,789
5,200
2019

19,272,860

4,429,233

218,540

$
35,836,642



23,920,633

$ 35,630,541
82,234
123,867



23,516,033

312,116

92,484

$
35,836,642



23,920,633

$ 35,712,775
123,867



23,828,149

92,484

$
35,836,642



23,920,633

(ii) Contract balances

Accounts receivable
Less: allowance for impairment
Total
Contract assets-Construction in
Progress
Contract liabilities-Construction in
Progress
December 31,
2020
December 31,
2019

5,056,402

270,370
January 1, 2019

4,057,027

234,778
$ 7,402,904
265,225

$
7,137,679



4,786,032



3,822,249

$
2,246,005



1,680,082



2,176,124

$
7,266,043



6,515,385



6,943,358


For details on accounts receivable and allowance for impairment, please refer to note 6(c).

(Continued)

~ 200 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The amount of revenue recognized for the years ended December 31, 2020 and 2019 that was included in the contract liabilities balance at the beginning of the period were $0 thousand and $23 thousand, respectively.

The major change in the balance of contract assets and contract liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received. Other significant changes during the period were as follows:

Stage of completion measurement
Contract modification
2020 2020 2019
Contract
assets
Contract
liabilities
-
-
2019
Contract
assets
Contract
liabilities
-
-
Contract
assets
$
-
Contract
liabilities
Contract
assets
-
-
$
44,351

994,199
(24,206)
460,075
  • (v) Employee compensation and directors' remuneration

In accordance with the articles of incorporation the Company should contribute 6% to 10% of the profit as employee compensation and less than 2% as directors' remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The recipients of shares and cash may include the employees of the Company's controlled or affiliated companies who meet certain conditions.

For the years ended December 31, 2020 and 2019, the Company estimated its employee remuneration amounting to $524,000 thousand and $390,000 thousand, and directors' remuneration amounting to $47,000 thousand and $33,000 thousand, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees and directors of each period, multiplied by the percentage of remuneration to employees and directors as specified in the Company's articles. These remunerations were expensed under expenses during 2020 and 2019. Related information would be available at the Market Observation Post System website. The amounts, as stated in 2019 consolidated financial statements, are identical to those of the actual distributions in 2020 shareholders' meeting.

  • (w) Non-operating income and expenses

  • (i) Interest income

The details of the Group's interest income were as follows:

Interest income from bank deposits 2020
$
104,428
2019

154,532

(Continued)

~ 201 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Other income

The details of the Group's other income were as follows:

Rental income
Dividend income
Other income-other
Income from sale of scraps
Others
Total
2020
$ 31,916
2019

29,925

43,697



93,980

6,158
8,875



12,559

50,984

$
90,646



187,448

iii) Other gains and losses

The details of the Group's other gains and losses were as follows:

Gains on disposal of property, plant and equipment
Foreign exchange losses
Gains on financial assets at fair value through profit or
loss
Other gains and losses
Total
2020
$ 2,705
(62,965)
285,777
(3,281)
2019

2,390

(108,563)

52,933

(6,377)

$
222,236



(59,617)

iv) Interest expense

The details of the Group's interest expense were as follows:

Interest expense of-Dentsu Engineering
Others
Total
2020
$ 6,298
1,302
2019

6,298

870

$
7,600


7,168

(x) Financial instruments

  • (i) Credit risk

1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk. As of December 31, 2020 and 2019, the amounts of the maximum exposure to credit risk were $19,190,574 thousand and $15,799,171 thousand, respectively.

The Group assesses the financial condition of its customers continuously to reduce the credit risk of accounts receivable and requires its customers to provide guarantees and collateral if it is necessary. The Group monitors and reviews the recoverable amount of the accounts receivable to ensure the uncollectible amount are recognized appropriately as impairment loss. Therefore, the expected credit losses are in the expectation of the Group.

(Continued)

~ 202 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Concentration of credit risk

When the transaction of financial instruments is concentrated in a single industry or region, the ability to oblige the contract would be impacted by similar factors, thereby causing concentration of credit risk. As of December 31, 2020 and 2019, notes and accounts receivable concentrated on few counter-parties were as follows:

Name of client December 31, 2020 December 31, 2020

74.19

11.26
Carrying
amount
$ 5,300,959
804,430
the maximum
exposure to
credit risk

5,300,959

804,430
Micron Memory Taiwan Co.,
Ltd.
Taiwan Semiconductor
Manufacturing Co., Ltd.
Total
Name of client

$
6,105,389


6,105,389

85.45


December 31, 2020


20.78

41.58

5.29
Carrying
amount
$ 1,019,088
2,038,590
259,165
the maximum
exposure to
credit risk

1,019,088

2,038,590

259,165
Taiwan Semiconductor
Manufacturing Co., Ltd.
Micron Memory Taiwan Co.,
Ltd.
Micron Technology Taiwan
Co., Ltd.
Total

$
3,316,843


3,316,843

67.65
  • (ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:

December 31, 2020
Non-derivative financial
liabilities
Notes payable
Accounts payable
Accrued expenses
Lease liabilities
Guarantee deposits received
December 31, 2019
Non-derivative financial
liabilities
Notes payable
Accounts payable
Accrued expenses
Lease liabilities
Guarantee deposits received
Carrying
amount
Contractual
cash flows
Within
6 months
6-12 months 1-2 years 2-5 years More than
5 years
-

438,390

168

135,800

2,013
$ 68,613
7,055,375
925,192
163,968
12,182

68,613

7,055,375

925,192

191,321

12,182

68,613

4,763,295

905,866

9,995

2,536

-

44,184

1,767

4,841

2,144
-

207,457

3,925

12,488

1,689
-

1,602,049

13,466

28,197

3,800

$
8,225,330



8,252,683



5,750,305



52,936



225,559



1,647,512



576,371

$ 14,439
5,620,197
53,594
28,531
7,571



14,439

5,620,197

53,594

29,259

7,571



14,439

3,690,894

39,446

9,677

-



-

150,710

715

9,259
1,217


-

451,305

10,232

10,323

3,409


-

1,195,386

3,036

-

1,571


-

131,902

165
-

1,374

$
5,724,332



5,725,060


3,754,456


161,901



475,269



1,199,993



133,441

(Continued)

~ 203 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

  • (iii) Currency risk

  • 1) Exposure to foreign currency risk

The Group's significant exposure to foreign currency risk were as follows:

Financial assets
Monetary items
USD
CNY
SGD
Non-monetary items
Financial assets
measured at fair
value through other
comprehensive
income
Finance liabilities
Monetary items
USD
EUR
JPY
CNY
SGD
December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2019
Foreign
currency
Exchange
rate
(dollars)
TWD

82,127
29.98
2,462,167

290,420
4.31
1,250,258

65
22.28
1,448

476,604
4.31
2,051,779

14,922
29.98
447,362

486
33.59
16,325

416
0.28
115

3,365
4.31
14,486

339
22.28
7,553
December 31, 2019
Foreign
currency
Exchange
rate
(dollars)
TWD

82,127
29.98
2,462,167

290,420
4.31
1,250,258

65
22.28
1,448

476,604
4.31
2,051,779

14,922
29.98
447,362

486
33.59
16,325

416
0.28
115

3,365
4.31
14,486

339
22.28
7,553
Foreign
currency
Exchange
rate
(dollars)

28.48

4.38

21.56

4.38

28.48

35.02

0.28

4.38

21.56
TWD Foreign
currency
Exchange
rate
(dollars)

29.98

4.31

22.28

4.31

29.98

33.59

0.28

4.31

22.28

$ 57,641
377,186
65
447,503
14,081
1,466
8,375
917
339
1,641,616
1,650,943
1,401
1,958,718
401,027
51,339
2,312
4,014
7,309


82,127

290,420

65

476,604

14,922

486

416

3,365

339
  • 2) Sensitivity analysis

The Group's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, other receivables, financial assets at fair value through other comprehensive income, accounts payable and other payables that are denominated in foreign currency. A (weakening) strengthening of 1% of the NTD against the USD, EUR, CNY, SGD and JPY, the Group's net income before tax would have increased (decreased) by $22,624 thousand and $25,824 thousand, and other comprehensive income would have increased (decreased) by $15,670 thousand and $16,414 thousand, for the years ended December 31, 2020 and 2019, respectively. The analysis was performed on the same basis for both periods.

  • 3) Foreign exchange gain and loss on monetary items

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, 2020 and 2019, foreign exchange loss (including realized and unrealized portions) amounted to $62,965 thousand and $108,563 thousand, respectively.

(Continued)

~ 204 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (iv) Interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Group's financial assets and liabilities.

If the interest rate had increased/decreased by 0.25%, the Group's net income would have increased/decreased by $24,005 thousand and $21,685 thousand for the years ended December 31, 2020 and 2019, respectively, with all other variable factors remaining constant.

  • (v) Fair value of financial instruments

  • 1) Fair value hierarchy

To provide disclosure information, the Group classifies the measurement of fair value based on fair value hierarchy which reflects the significance of the inputs during the measurement. The Group categorizes fair value into the following levels:

  • a) Level 1

Level 1 inputs are quoted prices in active markets for identical financial instruments. An active market is a market in which all the following conditions exist:

  • i) The items traded within the market are homogeneous.

  • ii) Willing buyers and sellers can normally be found at any time.

  • iii) Prices are available to the public.

  • b) Level 2

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

  • c) Level 3

Level 3 inputs are valuation parameters which are not based on the information available in the market or the quoted price from the counter party. For example, historical volatility used in option pricing models is an unobservable input since it cannot represents the expected value of future volatility of the entire market participants.

(Continued)

~ 205 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The fair value of financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income is measured on a recurring basis. The carrying amount and fair value of the Group's financial assets and liabilities, including the information on fair value hierarchy were as follows; however, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, disclosure of fair value information is not required:

Financial assets at fair
value through profit or
loss
Designated at fair value
through profit or loss
Financial assets at fair
value through other
comprehensive income
Unquoted equity
instrument measured
at fair value
Total
Financial assets at fair
value through profit or
loss
Designated at fair
value through profit
or loss
Financial assets at fair
value through other
comprehensive income
Unquoted equity
instrument measured
at fair value
Total
December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2020 Total
506,695
Carrying
amount
$ 506,695
Fair value
Level 1
421,880
Level 2
78,010
Level 3
6,805
1,958,718
$ 2,465,413

-

421,880
-

78,010
1,958,718

1,965,523

1,958,718


2,465,413




December 31, 2019


Total

220,526

2,051,779
Carrying
amount
$ 220,526
2,051,779
Fair value
Level 1

34,346
-
Level 2

179,833
-
Level 3

6,347
2,051,779
$ 2,272,305
34,346

179,833

2,058,126

2,272,305

2) Transfer between Level 1 and Level 2

There were no transfers from Level 1 to Level 2 for the years ended December 31, 2020 and 2019.

(Continued)

~ 206 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 3) Reconciliation of Level 3 fair values
Balance at January 1, 2020
Total gains and losses
In profit or loss
In other comprehensive
income
Balance at December 31, 2020
Balance at January 1, 2019
Total gains and losses
In profit or loss
In other comprehensive
income
Balance at December 31, 2019
Fair value
through profit or
loss
Fair value
through profit or
loss
Total

2,058,126
458
(93,061)
Designated at
fair value
through profit
or loss
$
6,805
1,958,718
1,965,523


$ 7,879
1,636,961
(1,532)
-
-
414,818


1,644,840
(1,532)
414,818
$
6,347
2,051,779
2,058,126

Total gains and losses were recognized in "other gains and losses" and "unrealized gains and losses from financial assets at fair value through other comprehensive income".

  • 4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Group's financial instruments that use Level 3 inputs to measure fair value include - "financial assets measured at fair value through profit or loss equity investments" and "financial assets measured at fair value through other comprehensive income - equity investments".

The equity investments which are lack of active market and categorized into Level 3 have numerous significant unobservable inputs. The significant unobservable inputs of equity investments without active market are independent between each other. Hence, there is no correlation between each significant unobservable input.

(Continued)

~ 207 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Quantified information of significant unobservable inputs was as follows:

Item
Financial assets at
fair value through
profit or loss-
equity
investments
without an active
market
Financial assets at
fair value through
profit or loss-
equity
investments
without an active
market
Financial assets at
fair value through
other
comprehensive
income-equity
investments
without an active
market
Valuation
technique
Comparable
Company
Net asset value
method
Comparable
Company
Significant
unobservable inputs
‧ Price Book Ratio
(December 31, 2019
was 1.53) (Note)
‧ Discount for lack of
marketability
(December 31, 2019
was 22.20%) (Note)
‧ Discount for lack of
marketability
(December 31, 2019
was 17.5%) (Note)
‧ Discount for control
(December 31, 2019
was 22.48%) (Note)
‧ Price Book Ratio
(December 31, 2020
and December 31,
2019 were 0.87 and
1.00)
‧ Discount for lack of
marketability
(December 31, 2020
and December 31,
2019 were 28.82%
and 23.07%)
Inter-relationship
between significant
unobservable inputs
and fair value
measurement
‧ The higher the
ratio, the higher
the fair value
‧ The higher the
discount, the
lower the fair
value
‧ The higher the
discount, the
lower the fair
value
‧ The higher the
controlling
discount, the
lower the fair
value
‧ The higher the
ratio, the higher
the fair value
‧ The higher the
discount, the
lower the fair
value
  • Note: As of December 31, 2020, the investees had been dissolved or were expected to be liquidated, therefore, the fair value, without the application of parameters, was based on the liquidation value.

  • 5) Fair value measurement in Level 3 sensitivity analysis of reasonably possible alternative assumptions

While under different models or using different parameters may lead to different results, fair value measurement for financial instruments is reasonable.

(Continued)

~ 208 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The following tables shows the valuation impacts changes in input parameters on Level 3 financial instruments:

December 31, 2020
Financial assets at fair value through profit or loss
Equity investments without an active market
Equity investments without an active market
Equity investments without an active market
Financial assets at fair value through other
comprehensive income
Equity investments without an active market
Equity investments without an active market
December 31, 2019
Financial assets at fair value through profit or loss
Equity investments without an active market
Equity investments without an active market
Equity investments without an active market
Financial assets at fair value through other
comprehensive income
Equity investments without an active market
Equity investments without an active market
Input Assumptions Fair Value through Profit and
Loss
Fair Value through Profit and
Loss
Fair value through other
comprehensive income
Fair value through other
comprehensive income
Favourable Unfavourable Favourable Unfavourable
Discount for
lack of
marketability
Discount for
control
Price Book
Ratio
Discount for
lack of
marketability
Price Book
Ratio
Discount for
lack of
marketability
Discount for
control
Price Book
Ratio
Discount for
lack of
marketability
Price Book
Ratio
10%
10%
10%
10%
10%
10%
10%
10%
10%
10%
(Note)
(Note)
(Note)
-
-
102
82
352
-
-
(Note)
-
(Note)
-
(Note)
-
-
79,306
-
195,872

(102)
-

(82)
-

(352)
-
-
62,173
-
207,323
-
-
-

(79,306)

(195,872)
-
-
-

(62,173)

(207,323)

Note: As of December 31, 2020, the investees had been dissolved or were expected to be liquidated, therefore, the fair value, without the application of parameters, was based on the liquidation value.

  • 6) Financial instruments not measured at fair value

a) Fair value information

The Group's financial instruments not measured at fair value include cash and cash equivalents, notes and accounts receivable, other receivables, guarantee deposits paid, notes and accounts payable, other payables, guarantee deposits received and part of other financial assets, whose carrying amount is reasonably close to the fair value, disclosure of fair value information is not required.

b) Valuation techniques

The Group's valuation methods and assumptions used for financial instruments not measured at fair value are as follows:

Since the maturity date is close and the future receipt and reimbursement price is similar to the book value, the fair value of cash and cash equivalents, notes and accounts receivable, other receivables, notes and accounts payable and other payables were measured at book value at the reporting date.

(Continued)

~ 209 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (y) Financial risk management

  • (i) Overview

The Group has exposures to the following risks arising from its financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

The following likewise discusses the Group's objectives, policies and processes for measuring and managing the above mentioned risks.

  • (ii) Structure of risk management

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.

  • (iii) Credit risk

  • 1) Notes and accounts receivable

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. The Group is required to conduct management and credit risk analysis for each of its new customers before the terms and conditions of the contract and delivery are set in accordance with the internal credit policy. The internal risk control system assesses the credit quality of customers by considering their financial status, past experiences and other factors. The main credit risk derives from cash and cash equivalents, deposits in banks and in financial institutions. Furthermore, credit risk may derive from customers, including unreceived receivables and committed transaction.

  • 2) Guarantees

The Group's policy is to provide financial guarantees only to wholly owned subsidiaries. As of December 31, 2020 and 2019, no other guarantees were outstanding.

  • (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.

(Continued)

~ 210 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Group's management supervises the banking facilities and ensures compliance with the terms of loan agreements.

As of December 31, 2020 and 2019, the Group's unused credit line were amounted to $7,683,833 thousand and $2,669,748 thousand, respectively.

  • (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, and optimizing the return.

  • 1) Currency risk

The Group is a multinational institution and therefore exposes to currency risk deriving from many different currencies, mainly from USD and RMB. The relevant currency risk stems from future commercial transactions, recognized assets and liabilities, and net investments in foreign operating agencies.

  • 2) Interest rate risk

The short-term loans of the Group are debts with floating interest rates. Therefore, changes in market interest rates will lead to changes in the interest rate of short-term loans, resulting in fluctuations of future cash flows.

  • 3) Other market price risk

The Group is exposed to equity price risk due to the investments in equity securities. This is a strategic investment and is not held for trading. The Group does not actively trade in these investments as the management of the Group minimizes the risk by holding different investment portfolios.

(z) Capital management

The Group's objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.

(Continued)

~ 211 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group's strategy for managing the capital structure is to lay out the plan of product development and expand the market share considering the growth and the magnitude of industry and further developing an integral plan founded on the required capacity, capital outlay, and magnitude of assets in long-term development. Ultimately, considering the risk factors such as the fluctuation of the industry cycle and the life cycle of products, the Group determines the optimal capital structure by estimating the profitability of products, operating profit ratio, and cash flow based on the competitiveness of products. The management of the Group periodically examines the capital structure and contemplates on the potential costs and risks involved while exerting different financial tools. In general, the Group implements prudent strategy of risk management.

Total liabilities
Less: cash and cash equivalents
Net debt
Total equity
Debt-to-capital ratio
December 31,
2020
$ 16,897,049
8,501,567
December 31,
2020
$ 16,897,049
8,501,567
December 31,
2019
14,347,523
6,391,222

$
8,395,482

7,956,301

$
10,151,518

8,737,813

82.70%

91.06%
  • (aa) Cash flows information on acquisition of property, plant and equipment

The supplementary information on acquisition of property, plant and equipment of the Group were as follows:

Increase in property, plant and equipment
Cash payments
2020
$ 39,100
2019
6,972

$
39,100

6,972

(7) Related-party transactions

  • (a) Names and relationship with related parties

The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.

Name of related party Wholetech System Hitech Limited Ablerex Electronics Co., Ltd.

JG Environmental Technology Co., Ltd. ECO Energy Corporation UniMEMS Manufacturing Co., Ltd. AIRREX Co., Ltd. FU-KUO ENGINEERING CO., Ltd. Huayuan Engineering Co., Ltd. Dentsu Engineering Co., Ltd. Yun Hao Motor Technician Office

Relationship with the Group

Investee accounted for using equity method Investee accounted for using equity method Investee accounted for using equity method Investee accounted for using equity method Related party Related party Related party Related party Related party Related party

(Continued)

~ 212 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Sheng Yang Integration Co., Ltd. Related party All directors, supervisors, general managers Key management personnel and deputy general managers Wholetech System Hitech(s) Pte, Ltd. An associate

  • (b) Significant transactions with related parties

  • (i) Operating revenue

The amounts of significant sales by the Group to related parties were as follows:

Other related parties 2020
$ 12
2019

44

There is no significant difference between the credit terms of the Group and of the same businesses.

  • (ii) Construction cost

The amounts of purchases by the Group from related parties were as follows:

Associates
Other related parties
2020
$ 295,767
159,403
2019

116,539

130,286

$
455,170



246,825

There is no significant difference between the payment terms of the Group and of the same businesses.

  • (iii) Payables to Related Parties

The payables to related parties were as follows:

Account
Notes payable

Accounts payable

Accounts payable

Other payables
Relationship
Other related parties
Associates
Other related parties
Other related parties-
Dentsu Engineering
December 31,
2020
$ 5,983
192,481
43,612
166,481
December 31,
2019

-

31,595

68,159
160,183
$
408,557

259,937

Other payables mentioned above included package fee disbursements, salaries and interests, etc. Please refer note 12 (c) for further information.

(Continued)

~ 213 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (iv) Leases

Rental income

Name of
related party
Associates
Associates
Other related
parties
Object Lease term
2020.01.01~
2021.05.31
2020.01.01~
2021.05.31
2017.08.01~
2020.04.30
2020
$ 4,464
72
97
$
4,633
2019

4,392

72

194

4,658
1F., No.1、3, Ln. 7,
Baogao Rd.,
Xindian Dist., New
Taipei City 231,
Taiwan (R.O.C.)
Parking Space
No.18, Aly. 2, Ln.
261, Xinghua Rd.,
Shanhua Dist.,
Tainan City 741,
Taiwan (R.O.C.)
  • (v) Finance costs
(v)
Finance costs
Other related parties-Dentsu Engineering
(vi) Other income
Other related parties
2020
$
6,298
2019

6,298

2020
$
61


2019

-
  • (vii) Property transactions

The disposals of property, plant and equipment to related parties were summarized as follows:

Relationship
Associate
2020
Disposal
price
Gain (loss)
from
disposal
$
-
-
2019
Disposal
price
Gain (loss)
from
disposal
2,420
2,411
Disposal
price
$
-
Disposal
price
2,420
(c)
Key management personnel compensation
Short-term employee benefits
Post-employment benefits
2020
$ 207,242
1,401
2019

161,054

1,372

$
208,643



162,426

(Continued)

~ 214 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(8) Pledged assets

The carrying values of pledged assets were as follows:

Pledged assets
Restricted assets (other non-
current assets)
Object
Engineering performance
bond
December 31,
2020
$
850
December 31,
2019
1,013

(9) Commitments and contingencies

  • (a) As of December 31, 2020 and 2019, except for the disclosures of Note 7, the Group's commitments and contingencies were as follows:

  • (i) As of December 31, 2020 and 2019, guaranteed notes received from construction contractors for performance guarantees or maintenance guarantees amounted to $12,033,762 thousand and $10,511,547 thousand, respectively.

  • (ii) As of December 31, 2020 and 2019, guaranteed notes issued to construction contractors for performance guarantees or maintenance guarantees amounted to $27,115 thousand and $159,283 thousand, respectively.

  • (iii) As of December 31, 2020 and 2019, guaranteed notes issued for bank loans and letters of credits amounted to $2,000,000 thousand and $400,000 thousand, respectively.

  • (iv) As of December 31, 2020 and 2019, guaranteed letters offered by banks for contract performance guarantees amounted to $453,139 thousand and $106,673 thousand, respectively.

  • (v) As of December 31, 2020 and 2019, the total contract price of contracted construction projects amounted to $125,228,244 thousand and $117,164,497 thousand, respectively, and the contract payments received by the Group amounted to $79,470,666 thousand and $59,192,856 thousand, respectively.

  • (vi) As of December 31, 2020 and 2019, the total subcontract price of subcontracted construction projects amounted to $14,845,499 thousand and $12,772,666 thousand, respectively, and the contract payment paid by the Group amounted to $12,118,963 thousand and $10,855,789 thousand, respectively.

  • (vii) As of December 31, 2020 and 2019, the outstanding letters of credits issued by the Group for purchasing equipment amounted to $196,240 thousand and $100,011 thousand, respectively.

  • (viii) As of December 31, 2020 and 2019, guaranteed notes received from lessees for rental of buildings both mounted to $1,073 thousand.

(Continued)

~ 215 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(b) Significant contracts

In the Board of Directors meeting on June 12, 2020, the Group decided to enter into a real estate purchase agreement to be used as its headquarters. The total value of the contract including tax was $516,950 thousand, as of December 31, 2020, the remaining unpaid balance was $416,140 thousand.

(c) Significant liabilities:

Among the construction contracts entered by the Group, 240 of them have not been completed. As of December 31, 2020, the following table presents the main contracts (including contracts with total prices over 100 million) of the Group:

Proprietor Date of
project
Description Warranty
service
period

Restrictions
Note
InfoVision Optoelectronics
(Kunshan) Co., Ltd
2007/12/1-2009/
12/31
Longteng Optoelectronics
110K Expansion Main System
Engineering
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2012/5/14-2013/
7/31
TSMC F6 BUMPPING
engineering
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2012/5/25-2013/
10/31
F12 P6 CCD
EXPANSION-EDC2 F12 P4
SITE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2016/3/1-2017/1
2/31
TSMC F15 P5 MEP
PACKAGE(STAGE 1)(UPS)
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2016/10/1-2017/
12/31
TSMC F15 P6 CR SCADTEM
addition engineering

One year
Delay penalty:one
thousandth of total
contract price per day
Note
systems on silicon
manufacturing company
Pte.Ltd.
2018/2/12-2018/
6/30
new construction of SSMC
factory equipment
procurement
One year Delay penalty:one
thousandth of total
contract price per day
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/4/13-2018/
12/31
TSMC F15P7 C/R PROJECT
A
One year Delay penalty:one
thousandth of total
contract price per day
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/4/30-2019/
2/28
TSMC F18 P1 MEP-A
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/4/30-2019/
2/28
TSMC F18 P1 MEP-B
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note

(Continued)

~ 216 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/4/30-2019/
2/28
TSMC F18 P1 FIRE
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/5/3-2019/4
/30
TSMC F18 P1 C/R One year Delay penalty:one
thousandth of total
contract price per day
Note
Yangtze River Storage
Technology
2018/6/4-2018/9
/30
Yangtze River Storage
National Storage Base (Phase
I) Industrial equipment
pipeline of Import equipment
One year Delay penalty:one
thousandth of total
contract price per day
MICRON MEMORY
TAIWAN CO., Ltd.
2018/7/4-2018/1
2/31
Build up for MTB warehouse One year Delay penalty:one
thousandth of total
contract price per day
MICRON MEMORY
TAIWAN CO., Ltd.
2018/7/17-2019/
07/31
A2 E100 expansion project One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/7/27-2018/
12/31
TSMCF18P1 EBO One year Delay penalty:one
thousandth of total
contract price per day
KOPIN TAIWAN
CORPATION
2018/8/24-2019/
3/31
New construction of
TURNKEY
One year Delay penalty:one
thousandth of total
contract price per day
Note
AU Optronics Corporation 2018/12/4-2019/
5/31
L3DIJP Project One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/12/15-201
9/12/31
TSMC F18 P2 MEP-A
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/12/15-201
9/12/31
TSMC F18 P2 MEP-B
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/12/15-201
9/12/31
TSMC F18 P2 FIRE
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/12/15-201
9/12/31
TSMC F18 P2 PCW
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/12/20-201
9/12/31
TSMC F18 P2 C/R
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note

(Continued)

~ 217 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Advanced. Wireless
Semiconductor Company
2019/02/11-202
0/12/31
New construction of Hongjie
Phase II plane construction
factory
(A,B,C,D,E,FBuilding) -Mech
anical andelectrical
contractingengineering
One year Delay penalty:one
thousandth of total
contract price per day
Note
MICRON MEMORY
TAIWAN CO., Ltd.
2019/03/04-202
1/12/31
New construction of MICRON
factory project design

One year
Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2019/7/4-2020/1
2/31
TSMC F15P7 C/R Project B One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2019/7/18-2020/
12/31
TSMC F15 P7 MEP
PACKAGE B
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2019/10/21-202
0/12/31
TSMC F18 P3 MEP A
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2019/10/21-202
0/12/31
TSMC F18 P3 MEP B
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2019/10/21-202
0/12/31
TSMC F18 P3 FIRE
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2019/11/13-202
0/12/31
TSMC F18 P3 C/R One year Delay penalty:one
thousandth of total
contract price per day
Note
Yangtze River Storage
Technology
2020/1/3-2020/1
0/15
Yangtze River Storage (Phase
I) second stage project of
pipeline purchase and
installation in section
B- imported equipment
One year Delay penalty:one
thousandth of total
contract price per day
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/1/10-2020/
12/31
TSMC F18 P3 EBO CR
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Advanced. Wireless
Semiconductor Company
2020/4/20-2021/
6/30
New construction of Hongjie
clean rooms systems install
One year Delay penalty:one
thousandth of total
contract price per day
Note
MICRON MEMORY
TAIWAN CO., Ltd.
2020/4/15-2021/
3/31
f16 tool install service
po-Gas/NG/BA
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/6/15-2022/
6/14
TSMC F18 P4 MEP
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note

(Continued)

~ 218 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/6/1-2021/1
0/31

TSMC F18 P4 CLEAN
ROOM PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/10/20-202
1/12/31

TSMC F18 P4 CLEAN
ROOM PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/11/1-2021/
12/31
TSMC RDR1 C/R One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/11/11-202
1/12/31

TSMC F18 P5 CLEAN
ROOM PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/11/1-2021/
12/31

TSMC F18 P5 MEP
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note

Note : The contract is unable to settle for the final acceptance is not completed by the owners. Hence, the Group does not have further responsibility and penalty. The additional project has not been completed, but the date of projects is same as the period of main contract.

(10) Losses Due to Major Disasters: None.

(11) Subsequent Events: None.

(12) Other

(a) A summary of current-period employee benefits, depreciation and amortization, by function, was as follows:


follows:
By function
By nature
2020 2019
Operating
costs
Operating
expenses
Total Operating
costs
Operating
expenses
Total
Employee benefits
Salary 661,890
826,601

1,488,491

652,457

629,790

1,282,247
Labor and health insurance
26,507

37,205

63,712

27,100

31,309

58,409
Pension 14,528
20,391

34,919

16,256

18,780

35,036
Remuneration of directors - 52,790
52,790

-
38,676
38,676
Others 31,963
23,140

55,103

47,681

16,030

63,711
Depreciation 19,055
29,658

48,713

12,309

28,639

40,948
Amortization 892
583

1,475

1,044

2,758

3,802

(Continued)

~ 219 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (b) Certain directors of the Company were sentenced of violating the Securities and Exchange Act by the Taiwan High Court (the “High Court”). With respect to the main content of the judgment, corresponding measures and the impact of the litigation on the operations, please refer to the following information:

  • (i) Main Content of the Judgment

On June 5, 2013, the Taipei District Prosecutors Office (the “Prosecutors Office”) filed a public prosecution against Chairman Chen and former Chairman Wang of the Company, and others, on the accusation of embezzlement, and claimed that between 2001 and 2011, the defendants have transferred more than NT$1.3 billion, from the funds of Company, to other companies that are effectively controlled by the defendants as follows: Dentsu Engineering Co. Ltd (“Dentsu”), Fukuo Engineering Co. Ltd., and Huayuan Engineering Co. Ltd. After the defendants presented numerous evidence to clarify the relevant facts during the trial, the Taipei District Court sentenced on August 31, 2015 (No. 102 Jin-Chung-Chung-Su-Tzu 17) with the following main content: the court adopts the defendants' explanations and evidence regarding the NT$1.3 billion, as mentioned in the indictment, that the funds, except for part of them are payment for construction fee and the wages of the construction workers, the rest of the funds were used for repaying several incidental payments (collectively referred to as the “Package Fees”), previously paid by Dentsu and other companies. There is also no evidence provided that the defendants had committed an offence involving embezzlement or breach of trust; therefore, the court considers that the defendants were not guilty of each of the above-mentioned criminal charge. However, the court still held the defendants guilty for financial statement fraud due to failure to disclose in the financial statements of Dentsu and other companies and the Package Fees thereof. The defendants all appealed against the conviction while the public prosecutor also filed an appeal against the acquittal part of the verdict; and due to the death of Mr. Wang, the former Chairman of the Company, the High Court (No. 104 Jin-Shang-Chung-Su-Tzu 40) declared a dismissal judgment for Mr. Wang on July 25, 2017 with respect to the charges of non-arm's length transactions, breach of trust, and embezzlement. The High Court stated that there was no evidence to prove that the defendants, other than Mr. Wang, were guilty and the public prosecutor accepted the acquittal judgment without further appeal. As for the High Court's decision of guilty on the financial statement fraud, the sentences on two of the defendants were finalized because they were given probations and decided not to appeal; while Chairman Chen appealed to the Supreme Court, wherein the Supreme Court (No. 106 Tai-Shang-Tzu 3336), on July 25, 2018, reversed and remanded the case to the High Court whose further judgment (No. 107 Jin-Shang-Chung-Geng-Yi-Tzu 8) on December 10, 2019 sentenced Mr. Chen guilty for misrepresented financial statements for certain years and guilty for violations of the Business Entity Accounting Act, as well as a five-year probation; Chairman Chen filed an appeal while the SFIPC center also requested the prosecutor to appeal. The Supreme Court reversed and remanded the case to the High Court on July 17, 2020, moving the case for further proceedings in the High Court.

(Continued)

~ 220 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Corresponding Measures

Since the establishment of the Company by the former Chairman Wang, the performance and earnings have always surpassed those of the same industry. Apart from having no deficit, almost all distributable surplus has always been distributed to shareholders; additionally, Chairman Wang almost has never sold his shares in the Company since the Company was listed on the OTC market, which proves Chairman Wang's loyalty and confidence in the Company; Chairman Chen has assisted with matters of the Company for decades and has worked hard for the Company. Owing to the contributions of both of them, the Company has thrived and has been able to consistently make stable profits. Therefore, we feel grateful that the investigation by the first and second instance courts and the retrial court resulting in the opinions of the court that the assertions of non-arm's length transactions, breach of trust and embezzlement as indicted by the prosecutor are not true. It is regrettable that the court still considers that the financial reports of certain fiscal years are misrepresented. As the Supreme Court has reversed and remanded the case to the High Court, the Company will await the final judgment.

(iii) Impact on the Operations

Since the occurrence of this case, the staff of the Company altogether have continued to stay on their posts and serve customers. The Company has also received support from proprietors and third-party firms. The Company's revenue continues to grow, while the progress, collection and payment operations of projects remain normal. Current business and finances of the Company are quite robust, as the Company's operations have not been affected by any of the judicial events.

  • (iv) On December 5, 2013, based on the contents of the indictment, the SFIPC argued that it was inappropriate for the former three directors to hold such positions in the Company and appealed for court decision to dismiss the directors' positions.

As mentioned above, under the leadership of the former Chairman Wang, the operations and performances of the Company were extremely good. Apart from the record of the indictment, the SFIPC did not propose any specific evidence of the three directors' unsuitability for directorship. On February 6, 2014, the shareholders' meeting was held, and after discussion and resolutions, the majority of shareholders supported the decision for the three directors to continue to run the Company. In 2015, the shareholders' general meeting re-elected directors, and the three directors also won the majority of the shareholders' support for re-election. Under the Taipei District Court's ruling in June 18, 2015, the SFIPC lost the lawsuit. The SFIPC filed an appeal, but due to the death of Chairman Wang, the SFIPC withdrew part of the appeal and changed its petition to be dismissing two directors' positions from June 16, 2015 to June 15, 2018. The court of Second Instance decided in early February 2016 to dismiss the complaint of the SFIPC about changes of claims. The SFIPC appealed to the Court of Third Instance on March 28, 2016. The Supreme Court (No. 106 Tai-Shang-Tzu 2658) revoked the original Second Instance judgment on September 28, 2018, and remanded the case to the High Court. On April 28, 2020, the two directors were disqualified from being a director by the High Court order. Both directors filed appeals on May 18, 2020, but due to the resignation of director Lee on June 2, 2020, she withdrew the appeal on June 3 in the same year and the court's decision on director Lee became finalized as of the date thereof; while the appeal part regarding director Chen is currently under the trial of the Supreme Court. The financial and business operations of the Company have also not been affected by this lawsuit.

(Continued)

~ 221 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (v) According to the content of the indictment on January 27, 2014, the SFIPC filed a group lawsuit on behalf of the investor on the grounds that the Company's financial reports from the third quarter of 2008 to 2011 were misrepresented, requesting the Company, directors and former supervisors to jointly compensate the investors for the damage amounting to more than NT$243 million.

    • As stated above, the Company's operations and financial position have always been sound, and its share price has remained at a considerable level. It has been a stable and profitable Company for a long time. Relevant parties have also indicated that the Company has handled the affairs of the Company's interests and has not caused the Company's financial reports to be misrepresented. The judgment of the criminal first retrial court also holds that even though the Company's financial reports and financial business documents between years 2008 and 2011 were indeed misrepresented and have not reached materiality criteria, they have only violating the Business Accounting Laws regulations. As the Supreme Court reversed and remanded the case to the High Court, the case remains for further proceedings in the High Court. Before the criminal case and the final judgment of this civil action are determined, whether the Company has misrepresented financial reports in the past years stated, the investors have been harmed, or the damage is related to false financial reporting, etc., it would take a period of time before the judgment is announced. This lawsuit has also not affected the normal operation of the Company's current financial business.
  • (c) The Company received the civil judgment from the Taiwan Taipei District Court on September 2, 2014 that the Company should pay the package fees of $104,559 thousand and the former Chairman Wang's salary from January 2001 to April 2012, as previously paid by Dentsu, amounting to $21,405 thousand.

In the third quarter of 2014, in accordance with the judgment stated above, the Company assessed and took into accounts the package fees and salary paid by Dentsu, which have yet to be reimbursed by the Company (respectively logged as construction costs and management costs). The Company also estimated that the relevant interest payable as of December 31, 2019 amounted to $40,517 thousand (please refer to note 7).

As of the reporting date, the Company has yet to reimburse the abovementioned package fees, salary and related interests.

(Continued)

~ 222 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (d) On September 5, 2016, Jiangxi United Integrated Services Ltd. (“Jiangxi UIS”) and Fujian Mantix Display Technology Co. Ltd. (“Fujian Mantix”) have executed the “Clean City Subcontract A Turn-Key Agreement” for the “Phrase I Project of the Fujian Mantix High-Tech Panel Construction” (“Project”) in Hanjiang District, Putian City, and have subsequently executed four supplemental agreements, including the “Electrical and Mechanical Installation Project of Section A” and the “Light Current System Installation Project”. Jiangxi UIS had performed all of the obligations arising from the abovementioned agreements; while Fujian Mantix accepted and put the Project into operation for which warranty coverage has expired but failed to make payments amounting to CNY 27,303 thousand pursuant to the Agreements. On April 23, 2020, Jiangxi UIS filed a lawsuit to recover the unpaid fees and relevant interest and applied for an asset preservation order in the Fujian Putian Middle Class People's Court (“People's Court”). On June 5, 2020, the People's Court ordered to freeze Fujian Mantix's certain bank accounts within a certain range of deposit amounts. A meditated settlement agreement (“Settlement”) was reached between the parties subsequently and was approved by the People's Court on September 28, 2020. Pursuant to the Settlement, the parties agreed that the total sum of the unpaid amount shall be CNY 28,000 thousand (“Settlement Amount”). The Settlement Amount shall be paid in 7 installments commencing on October 31, 2020 with the last payments due on April 30, 2021, and if Fujian Mantix fails to pay on time, the total sum of the payment will be restored back to amount recognized by the parties amounting to CNY 27,301 thousand plus the interest of CNY 1,200 thousand.

As of December 31, 2020, Fujian Mantix has yet to receive the abovementioned payments amounting to CNY 10,646 thousand (equivalent to NTD 46,600 thousand). The consolidated company conducted relevant assessments and recognized that the allowance for loss regarding the abovementioned payments is CNY 3,237 thousand (equivalent to NTD 14,168 thousand) by December 31, 2020.

(Continued)

~ 223 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(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 for the year ended December 31, 2020:

(i) Loans to other parties:

Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties:
Unit: in thousands of New Taiwan Dollar
No. Name of
lender
Name of
borrower
Account
name
Related
party
Highest balance of
financing to other
parties during the
period
Ending
balance
(Note 1)
Actual usage
amount
during the
period

Range of
interest
rates

Purposes of fund
financing
for the
borrower
(Note 3)

Transaction
amount for

business
between two
parties
Reasons for
short-term
financing

Loss
allowance
Collateral Individual
funding loan
limit
(Note 2)

Maximum
limit of fund
financing
(Note 2)
Item Value
0 The Company
Su Yuan
(Shanghai)
Trading Ltd.
Other
receivables
Yes 139,252
139,189

130,019
1.95%
2
-

Operating
capital
- - 2,000,810
4,001,621

Note 1: The ending balance during the current period is the amount, not the actual usage amount.

Note 2: The total amount of the Company's externally handled funds and loans does not exceed 40% of the Company's net worth, and the loan for a single business fund is not more than 20% of the Company's net worth. Note 3: The capital loan and nature are as follows: There are business contacts for 1

The need for short-term financing is 2

Note 4: The transactions were eliminated in the preparation of consolidated financial statements.

(ii) Guarantees and endorsements for other parties: None

  • (iii) Securities held at the end of the period (excluding investment in subsidiaries, associates and joint ventures):
Unit: in thousands of New Taiwan Dollar/thousand of shares Unit: in thousands of New Taiwan Dollar/thousand of shares Unit: in thousands of New Taiwan Dollar/thousand of shares Unit: in thousands of New Taiwan Dollar/thousand of shares Unit: in thousands of New Taiwan Dollar/thousand of shares Unit: in thousands of New Taiwan Dollar/thousand of shares
Name of
**holder **
Category and
name of security
Relationship
with company
Account title Ending balance Highest
Percentage of
ownership (%)
Note
Shares/Units
(thousands)

Carrying
value
Percentage of
**ownership (%) **
Fairvalue
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
stock-Nanya Technology
Corporation
stock-Taichung
Commercial Bank Co., Ltd.
stock-Acer
stock-Chunghwa Telecom
Co., Ltd.
stock-CTCI Co., Ltd.
stock-Powerchip
Semiconductor
Manufacturing Corporation
stock-Powerchip
Technology Corporation
totals
stock-Taiwan Electronic
Data Processing Corp.
stock-Pu-Xun Venture
Capital
stock-Aetas Technology
Inc.
stock-Zowie Technology
Corporation
stock-Glandtex
Corporation
stock-Promos
Technologies Inc.
totals
stock-Jiangxi
Construction
-

-

-


-

-

-

-

-

-

-

-

-

-

-
Current financial assets at fair
value through profit or loss
Current financial assets at fair
value through profit or loss
Current financial assets at fair
value through profit or loss
Current financial assets at fair
value through profit or loss
Current financial assets at fair
value through profit or loss
Current financial assets at fair
value through profit or loss
Current financial assets at fair
value through profit or loss
Non-current financial assets at
fair value through profit or
loss
Non-current financial assets at
fair value through profit or
loss
Non-current financial assets at
fair value through profit or
loss
Non-current financial assets at
fair value through profit or
loss
Non-current financial assets at
fair value through profit or
loss
Non-current financial assets at
fair value through profit or
loss
Non-current financial assets at
fair value through other
comprehensive income
63
111
1,400
26
10
7,580
4,139


374

722

91

15

1

2


Note 1

5,507

1,201

33,110

2,834

382

378,846

78,010

499,890

-
%

-
%

0.05 %

-
%

-
%

0.24 %

0.13 %


9.65 %

1.67 %
0.30 %
0.07 %
0.01 %
-
%


19.80 %
5,507
1,201
33,110
2,834
382
378,846
78,010
3,178
3,627
-
-
-
-
1,958,718

-

-
0.05

-

-

0.24

0.34

9.65

1.67
0.30
0.07
0.01
-

19.80


3,178

3,627

-

-

-

-

6,805

1,958,718

Note 1: Registered with the amount of capital contribution.

(Continued)

~ 224 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (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:

Unit: thousand dollars Unit: thousand dollars Unit: thousand dollars Unit: thousand dollars Unit: thousand dollars Unit: thousand dollars Unit: thousand dollars
Name of
company
Name of
property

Transaction
date
Transaction
amount

Status of
payment
Counter-party Relationship
with the
Company
If the counter-party is a related party,
**disclose the previous transfer information **
References
for
determining
price
Purpose of
acquisition

and current
**condition **
Others
**Owner ** Relationship with
the Company

Date of
**transfer **
Amount
The
Company
Land June 12, 2020 361,860 paid:
61,560
Tsuan Lin, Hong - - - - - Appraisa
report from
Lichyuan rea
estat
appraisal firm
l

l
e

Headquarters
None
The
Company
Building June 12, 2020 155,090 paid:
39,250
DeEn.
Construction
Co., Ltd

-
- - - - Appraisa
report from
Lichyuan rea
estat
appraisal firm
l

l
e

Headquarters
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$100 million or 20% of the capital stock: None

  • (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:

Unit: in thousands of New Taiwan Dollar Unit: in thousands of New Taiwan Dollar Unit: in thousands of New Taiwan Dollar Unit: in thousands of New Taiwan Dollar
Name of
company
Related party Nature of
relationship

Ending

balance
Turnover
rate

Overdue
Amounts received in
subsequent period

Loss
allowances
Amount Action taken
The Company


Su Yuan
(Shanghai) Trading
Ltd.

Subsidiary
166,510
-
- 931
-

Note: The transactions were eliminated in the preparation of consolidated financial statements.

  • (ix) Trading in derivative instruments: None.

  • (x) Business relationships and significant intercompany transactions:

Unit:inthousands of Unit:inthousands of NewTaiwan Dollar
No. Name of company Name of counter-
party
Nature of
relationship
Intercompany transactions
Account name Amount Trading terms Percentage of the
consolidated net
revenue or total
assets
0 United Integrated
Services Co., Ltd.
Beijing Hanhe Tang
Medical Devices Co.,
Ltd.
1 Accounts
Receivable - Related
Parties
3,289 There is no different
from general transaction.
0.01%
1 Beijing Hanhe Tang
Medical Devices Co.,
Ltd.
United Integrated
Services Co., Ltd.
2 Accounts
Payable - Related
Parties
3,289 There is no different
from general transaction.
0.01%
0 United Integrated
Services Co., Ltd.
Hanxuan Energy Co.,
Ltd
1 Other
Receivables - Related
Parties
60 There is no different
from general transaction.
-%
2 Hanxuan Energy Co.,
Ltd
United Integrated
Services Co., Ltd.
2 Accounts
Payable - Related
Parties
60 There is no different
from general transaction.
-%
0 United Integrated
Services Co., Ltd.
Hunter Energy Co., Ltd
1
Other
Receivables - Related
Parties
33 There is no different
from general transaction.
-%
3 Hunter Energy Co., Ltd United Integrated
Services Co., Ltd.
2 Accounts
Payable - Related
Parties
33 There is no different
from general transaction.
-%
0 United Integrated
Services Co., Ltd.
Su Yuan Trading
(Shanghai) Co., Ltd
1 Long-Term Accounts
Receivable - Related
Parties
166,510 There is no different
from general transaction.
0.62%
4 Su Yuan Trading
(Shanghai) Co., Ltd
United Integrated
Services Co., Ltd.
2 Long-Term Accounts
Payable - Related
Parties
166,510 There is no different
from general transaction
0.62%
0 United Integrated
Services Co., Ltd.
United Integrated
Services Co., Ltd.
(JIANGXi)
1 Long-Term Accounts
Receivable - Related
Parties
36,257 There is no different
from general transaction.
0.13%

(Continued)

~ 225 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

5 United Integrated
Services Co., Ltd.
(JIANGXi)
United Integrated
Services Co., Ltd.
2 Long-Term Accounts
Payable - Related
Parties
36,257 There is no different
from general transaction.
0.13%
0 United Integrated
Services Co., Ltd.
United Integrated
Services Ltd. (British
Virgin Islands)
1 Accounts
Payable - Related
Parties
25,756 There is no different
from general transaction.
0.10%
6 United Integrated
Services Ltd. (British
Virgin Islands)
United Integrated
Services Co., Ltd.
2 Accounts
Receivable - Related
Parties
25,756 There is no different
from general transaction.
0.10%
0 United Integrated
Services Co., Ltd.
United Integrated
Services Co., Ltd.
(JIANGXi)
1 Construction Revenue
39,469
There is no different
from general transaction.
0.11%
5 United Integrated
Services Co., Ltd.
(JIANGXi)
United Integrated
Services Co., Ltd.
2 Construction Cost 39,469 There is no different
from general transaction.
0.11%
0 United Integrated
Services Co., Ltd.
United Integrated
Services Co., Ltd.
(Singapore)
1 Construction Revenue
696
There is no different
from general transaction.
-%
7 United Integrated
Services Co., Ltd.
(Singapore)
United Integrated
Services Co., Ltd.
2 Construction Cost 696 There is no different
from general transaction.
-%
0 United Integrated
Services Co., Ltd.
Beijing Hanhe Tang
Medical Devices Co.,
Ltd.
1 Sales 277 There is no different
from general transaction.
-%
1 Beijing Hanhe Tang
Medical Devices Co.,
Ltd.
United Integrated
Services Co., Ltd.
2 Cost of Goods Sold 277 There is no different
from general transaction.
-%
0 United Integrated
Services Co.,Ltd.
Hanxuan Energy Co.,
Ltd
1 Rental Income 13 There is no different
fromgeneraltransaction.
-%
2 Hanxuan Energy Co.,
Ltd
United Integrated
Services Co., Ltd.
2 Rental Expense 13 There is no different
from general transaction.
-%
0 United Integrated
Services Co., Ltd
Hanxuan Energy Co.,
Ltd
1 Construction Revenue
81,191
There is no different
from general transaction.
0.23%
2 Hanxuan Energy Co.,
Ltd
United Integrated
Services Co., Ltd.
2 Construction Cost 81,191 There is no different
from general transaction.
0.23%
0 United Integrated
Services Co., Ltd.
Hunter Energy Co., Ltd
1
Construction Revenue
81,162
There is no different
from general transaction.
0.23%
3 Hunter Energy Co., Ltd United Integrated
Services Co.,Ltd.
2 Construction Cost 81,162 There is no different
fromgeneraltransaction.
0.23%
0 United Integrated
Services Co.,Ltd.
Hunter Energy Co., Ltd
1
Rental Income 8 There is no different
fromgeneraltransaction.
-%
3 Hunter Energy Co., Ltd United Integrated
Services Co., Ltd.
2 Rental Expense 8 There is no different
from general transaction.
-%
0 United Integrated
Services Co., Ltd.
Su Yuan Trading
(Shanghai) Co., Ltd
1 Interest Income 2,637 There is no different
from general transaction.
0.01%
4 Su Yuan Trading
(Shanghai) Co., Ltd
United Integrated
Services Co., Ltd.
2 Interest Expense 2,637 There is no different
from general transaction.
0.01%
8 Suzhou Hantai System
Integration Co., Ltd.
United Integrated
Services Co., Ltd.
(JIANGXi)
3 Rental Income 4,295 There is no different
from general transaction.
0.01%
5 United Integrated
Services Co., Ltd.
(JIANGXi)
Suzhou Hantai System
Integration Co., Ltd.
3 Rental Expense 4,295 There is no different
from general transaction.
0.01%
8 Suzhou Hantai System
Integration Co., Ltd.
Su Yuan Trading
(Shanghai) Co., Ltd
3 Rental Income 475 There is no different
from general transaction.
-%
4 Su Yuan Trading
(Shanghai) Co., Ltd
Suzhou Hantai System
Integration Co., Ltd.
3 Rental Expense 475 There is no different
from general transaction.
-%
4 Su Yuan Trading
(Shanghai) Co., Ltd
United Integrated
Services Co., Ltd.
(JIANGXi)
3 Construction Revenue
33,816
There is no different
from general transaction.
0.09%

(Continued)

~ 226 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

No.
Name of company
Name of counter-
party
Nature of
relationship
Intercompany transactions Intercompany transactions

Account name
Amount Trading terms Percentage of the
consolidated net
revenue or total
assets
5 United Integrated
Services Co., Ltd.
(JIANGXi)
Su Yuan Trading
(Shanghai) Co., Ltd
3 Construction Cost 33,816 There is no different
from general transaction.
0.09%

Note 1: The numbering is as follows:

  1. “0” represents the parent company

  2. Subsidiaries are sequentially numbered from 1 by company

Note 2: Relation between related parties are as follows:

  1. Parent company and its subsidiaries

  2. Subsidiaries and its parent company

  3. Subsidiaries and its subsidiaries

Note 3: The transactions were eliminated in the preparation of consolidated financial statements.

(b) Information on investees:

The following is the information on investees for the year ended December 31, 2020 (excluding information on investees in Mainland China):


China):
Unit:in t housands of New Taiwan Dollar
Name of
investor
Name of
investee
Location Main
businesses and products
Original inves tment amount E nding balanc e Highest
Percentage of
ownership
Net income
(losses) of
investee
Share of profits
/losses of
investee
(Note 1)

Note
December 31,
2020
December 31,
2019
Shares
(thousands)
Percentage
of ownership

Carrying
value
The Company
ABLEREX ELECTRONICS
CO., LTD.
Taiwan
Sale and purchase of UPS 189,852
189,852
14,987
33.30%

490,589

33.30%

43,660
14,540
The Company
WHOLETECH SYSTEM
HITECH LIMITED
Taiwan
Gas pipeline engineering 61,367
61,367
9,946
13.61%

202,156

13.61%

211,571
28,807
The Company
JG ENVIRONMENTAL
TECHNOLOGY CO., LTD
Taiwan
Machinery and Equipment Manufacturing
47,874

47,874
3,488
17.01%

54,734

17.01%

33,847
5,759
The Company
Eco Energy Corporation
Taiwan
Integration and Solutions of Battery
Energy Storage Systems, Purchase and
Sale of Related Materials and Equipment
99,449
99,449

6,630

16.57%

101,666

16.57%

14,115
2,340
The Company
UNIMEMS
MANUFACTURING CO.,
LTD.
Taiwan
Machinery and Equipment Manufacturing
19,000

19,000

2,095

19.49%

-
19.49%
-
-
The Company
United Integrated Services BVI BVI
Investment activities 567,643
567,643

17,698

100.00%

736,016

100.00%

38,678
38,678 Note 2
The Company
Hanxuan Energy Co., Ltd.
Taiwan
self-usage power generation equipment
utilizing renewable energy
150,000
-
15,000
100.00%

135,122

100.00%

(3,081)
(3,081) Note 2
The Company
Hunter Energy Co., Ltd.
Taiwan
self-usage power generation equipment
utilizing renewable energy
90,000
-
9,000
100.00%

78,124

100.00%

(83)
(83) Note 2
The Company
UNITED INTEGRATED
SERVICES (USA) CORP.
USA
Clean room system construction 57,130
-
2,000
100.00%

55,759

100.00%

(1,247)
(1,247) Note 2
The Company
United Integrated Services Pte
Ltd.
Singapore
Clean room system construction 34,040
34,040

-
100.00%
(28,282)

100.00%

(35,867)
(35,867) Note 2
WHOLETECH SYSTEM
HITECH LIMITED
WHOLETECH
SYSTEMHITECH (BVI)
LIMITED
BVI
Investment activities 170,884
170,884

5,400

100.00%

233,991

100.00%

10,873
10,873
WHOLETECH
SYSTEMHITECH (BVI)
LIMITED
WHOLETECH
SYSTEMHITECH
(SHANGHAI) LIMITED
China
Electromechanical, Circuit, and Pipeline
Engineering Businesses
169,127
169,127

-
100.00%
233,970

100.00%

10,873
10,873
WHOLETECH SYSTEM
HITECH LIMITED
WHOLETECH
SYSTEMHITECH INC.
Mauritius
Investment activities 110,559
110,559

3,500

100.00%

215,412

100.00%

31,117
31,117
WHOLETECH SYSTEM
HITECH INC.
WHOLETECH
GROUPINTERNATIONALTR
ADING LIMITED
Mauritius
Investment activities 110,559
110,559

3,500

100.00%

215,412

100.00%

31,117
31,117
WHOLETECH GROUP
INTERNATIONAL
TRADING LIMITED
WHOLETECH GROUP
(Shanghai) TRADING
LIMITED
China
Import and Export Trading Business of
Electronics, Machineries, Chemical
Equipment, Pipe Fitting Hardware, etc.
110,559
110,559

-
100.00%
215,412

100.00%

31,117
31,117
WHOLETECH SYSTEM
HITECH LIMITED
WHOLETECH
SYSTEMHITECH (S)
PTE.LTD.
Singapore
Construction of water, gas pipelines and
sewage systems, gas production,
distribution of fuel gas main systems, etc.
30,865
30,865

200

100.00%

42,373

100.00%

1,107
1,107
WHOLETECH SYSTEM
HITECH (S) PTE. LTD.
WHOLETECH
SYSTEMHITECH (M)
SDN.BHD.
Malaysia
Construction of water, gas pipelines and
sewage systems, gas production,
distribution of fuel gas main systems, etc.
855
855

100

100.00%

410

100.00%

(45)
(45)
ABLEREX ELECTRONICS
CO., LTD.
Ablerex-Samoa
Samoa
Holding company 217,445
217,445

6,635

100.00%

473,807

100.00%

(2,553)
(3,763)
ABLEREX ELECTRONICS
CO., LTD.
Joint
BVI
Provide management services - 104
-
100.00%
-
100.00%
-
-
ABLEREX ELECTRONICS
CO., LTD.
Ablerex-USA
USA
Sales of uninterruptible power equipment
and systems, solar equipment and related
systems, etc.
8,303
8,303

250

100.00%

48,190

100.00%

7,060
7,060
ABLEREX ELECTRONICS
CO., LTD.
Ablerex-HK
Hong Kong
Sales of uninterruptible power equipment
and systems, solar equipment and related
systems, etc.
43
43

10

100.00%

29,418

100.00%

445
840

(Continued)

~ 227 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
investor
Name of
investee
Location Main
businesses and products
Original inves tment amount E nding balanc e Highest
Percentage of
ownership
Net income
(losses) of
investee
Share of profits
/losses of
investee
(Note 1)

Note
December 31,
2020
December 31,
2019
Shares
(thousands)
Percentage
of ownership

Carrying
value
ABLEREX ELECTRONICS
CO., LTD.
Ablerex-SG
Singapore
Sales of uninterruptible power equipment
and systems, solar equipment and related
systems, etc.
48,008
48,008

2,141

100.00%

92,782

100.00%

7,248
8,071
ABLEREX ELECTRONICS
CO., LTD.
Ablerex-UK
UK
Holding company 4,674
4,674

100

100.00%

12,676

100.00%

6,391
6,925
ABLEREX ELECTRONICS
CO., LTD.
Ablerex-JP
Japan
Sales of uninterruptible power equipment
and systems, solar equipment and related
systems, etc.
9,159
9,253

3

99.00%

9,961

99.00%

6,965
7,151
Ablerex-Samoa
Ablerex -Overseas
Hong Kong
Holding company 217,445
217,445

6,635

100.00%

478,971

100.00%

(2,512)
-
Ablerex-UK
Ablerex-IT
Italy
Sales of uninterruptible power equipment
and systems, solar equipment and related
systems, etc.
4,674
4,674

100

100.00%

12,676

100.00%

6,391
-
Ablerex-SG
Ablerex-TH
Thailand
Sales of uninterruptible power equipment
and systems, solar equipment and related
systems, etc.
256
256

280

70.00%

3,359

70.00%

6
-
Ablerex-USA
Ablerex-LATAM
USA
Sales of uninterruptible power equipment
and systems, solar equipment and related
systems, etc.
15,358
15,358

4

86.00%

3,404

86.00%

1,464
-
JG ENVIRONMENTAL
TECHNOLOGY CO., LTD
ASIA INTELLIGENCE
INVESTMENTS LIMITED
BVI
Investment activities 30,282
30,282

-
100.00%
33,798

100.00%

(7,849)
(7,849)
ASIA INTELLIGENCE
INVESTMENTS LIMITED
JG ENVIRONMENTAL
TECHNOLOGY (SHANGHAI)
CO., LTD
China
Sales of pollution control equipment and
manufacturing
30,282
30,282

-
100.00%
33,922

100.00%

(7,849)
(7,849)
JG ENVIRONMENTAL
TECHNOLOGY CO., LTD
Taiwan Sustainable
Environmental Energy CO.,
LTD
Taiwan
Sales of pollution control equipment 1,000
-
100
14.29%

989

14.29%

(76)
(11)

Note 1: The profits/losses of the investee for current period were recognized by the investment company.

Note 2: The transactions were eliminated in the preparation of consolidated financial statements.

(c) Information on investment in Mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information:
Unit:in thousands of NewTaiwan Dollar Unit:in thousands of NewTaiwan Dollar Unit:in thousands of NewTaiwan Dollar Unit:in thousands of NewTaiwan Dollar Unit:in thousands of NewTaiwan Dollar Unit:in thousands of NewTaiwan Dollar Unit:in thousands of NewTaiwan Dollar Unit:in thousands of NewTaiwan Dollar Unit:in thousands of NewTaiwan Dollar
Name of
investee
Main businesses
and products
Total amount
of capital
surplus
Method of
investment
(Note 1)
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2020
Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31, 2020
Net income
(losses) of
the investee
Percentage
of ownership
Highest
percentage
of ownership
Investment
income (losses)
Book
value as of
December 31,
2020
Accumulated
remittance of
earnings in
currentperiod
Outflow Inflow
Su Yuan (Shanghai)
Trading Ltd.
Semiconductor, clean room
and electromechanical
NT$ 34,495
USD
1,000

(2)
NT$ 34,495
USD
1,000

-
-
NT$ 34,495
USD
1,000

21,072

100.00%
100.00% NT$ 21,072 NT$ 309,383
-
JIANGXI UNITED
INTEGRATED
SERVICES Ltd.
Electromechanical business
and pipeline engineering
business
NT$ 453,360
RMB
100,000

(1)
NT$ 338,573
RMB
75,000

-
-
NT$ 338,573
RMB
75,000

232,111

75.00%
75.00% NT$ 174,083 NT$ 442,392 NT$ 1,389,975
RMB
294,467
Suzhou Han tai System
Integrated Ltd.
Construction hardware,
materials production and
sales
NT$ 381,660
USD
12,000

(2)
NT$ 381,660
USD
12,000

-
-
NT$ 381,660
USD
12,000

15,730

100.00%
100.00% NT$ 15,730 NT$ 325,152
-
Jiangxi Construction
Engineering Group Co.,
Ltd.
Various types of building
construction
NT$ 5,113,150
RMB
1,043,500

(1)
NT$ 1,008,212
RMB
206,600

-
-
NT$ 1,008,212
RMB
206,600

-
19.80% 19.80% NT$ -
NT$ 1,958,718 NT$ 1,560,313
RMB
334,616
Beijing Han he Tang
Medical instrument Ltd.
Distribution agency for
medical equipment, import
and export of goods,
after-sales service
NT$ 30,187
USD
1,000

(2)
NT$ 30,187
USD
1,000

-
-
NT$ 30,187
USD
1,000

1,840

100.00%
100.00% NT$ 1,840 NT$ 11,357
-

Note 1: Investment method

(1) Investing in the mainland through companies in another country

(2) Establishing a company through the investment in the third region to reinvest in the mainland.

Note 2: Except for Jiangxi Construction Engineering Group Co., Ltd., the transactions were eliminated in the preparation of consolidated financial statements.

(ii) Limitation on investment in Mainland China:

Accumulated investment in Mainland
China as of December 31, 2020
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
1,798,283
(USD59,165)
1,825,134
(USD59,165)
6,002,432

(iii) Significant transactions with investees in Mainland China:

- The significant inter company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in "Information on significant transactions".

(Continued)

~ 228 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(d) Major shareholders:

(d)
Major shareholders:
Shareholding
Shareholder's Name
Shares Percentage
Fubon Life Assurance Co., LTD 9,620,000
5.04%

Note: (i) The information of major shareholders who hold 5 percent or more of the issuer's common stocks and preferred stocks, including treasury stocks, is provided by Taiwan Depository and Clearing Corp. for every quarter. The share capital disclosed on financial report and the actual numbers of dematerialized securities may be different due to their discrepancies calculation basis.

  • (ii) If the shareholder entrusts the shares to the trust, the shareholding will be disclosed by the trustee's account individually. As for those shareholders who are responsible for the declaration of insiders' shareholding with more than 10 percent in accordance with the Securities and Exchange Act, their shareholdings shall include their own shares and the trust in which they have the authority to decide the allocation of their trust assets. Please refer to the Market Observation Post System for information on the insiders' shareholding.

(14) Segment information

  • (a) General information

The Group's reportable segments are as follows:

  • (i) Engineering and Integration department:It is engaged in various equipment engineering, control of instrument engineering, clean room system construction and other services.

  • (ii) Maintenance and Design department: It provides various computerized automatic monitoring system, engineering design, maintenance contracting services and other businesses.

  • (iii) Other: Department of photoelectric, renewable energy and others.

  • (b) Information about reportable segments and their measurement and reconciliations:

The reportable segments of the Group are strategic business entities providing different product and services. Since each strategic business entities need different technology and marketing strategy, they are managed separately. Most of the business entities were acquired separately and the original management teams when acquired stay the same.

The Group does not allocate tax expenses to its reporting segments. The reportable amount is similar to that in the report used by the chief operating decision maker.

The operating segment accounting policies are similar to those described in note 2 "Significant Accounting Policies". The income of the operating segments is measured based on the income before tax, which also serves as the basis for performance measurement. The Group considers the sales and transfer between departments as a sales or transfer with a third person, measured at the current market price.

(Continued)

~ 229 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The Group's operating segment information and reconciliation were as follows:

Revenue:
Revenue from external customers
Intersegment revenues
Interest income
Total revenue
Interest expenses
Depreciation and amortization
Reportable segment profit or loss
2020 Total
35,836,642
-
104,428
Engineering
and Integration
department
$ 35,630,541
236,334
107,065
Maintenance
and Design
department
82,234
-
-
Other Reconciliation
and elimination

-

(236,611)
(2,637)
123,867
277
-

$
35,973,940
82,234 124,144

(239,248)

35,941,070

$
10,237

-

-


(2,637)

7,600

$
25,878
497 23,813

-

50,188

$
4,605,892
45,561
602,832


(172,483)

5,081,802
Revenue:
Revenue from external customers
Intersegment revenues
Interest income
Total revenue
Interest expenses
Depreciation and amortization
Reportable segment profit or loss
2019 Total
23,920,633
-
154,532
Engineering
and Integration
department
$ 23,516,033
294,390
158,674
Maintenance
and Design
department
312,116
-
-
Other Reconciliation
and elimination

-

(297,701)
(4,142)
92,484
3,311
-

$
23,969,097
312,116 95,795

(301,843)

24,075,165

$
11,310

-

-


(4,142)

7,168

$
42,714
1,409 627

-

44,750

$
3,461,419

107,092
261,976
(101,098)

3,729,389

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) Product and service information

Revenue from the external customers of the Group was as follows:

Products and services
Construction revenue
Service and design revenue
Sales
Total
2020
$ 35,630,541
82,234
123,867
2019

23,516,033

312,116

92,484

$
35,836,642


23,920,633

(d) Geographic 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:
Taiwan
Mainland China
Singapore
Total
2020
$ 33,667,653
2,163,789
5,200
2019

19,272,860

4,429,233

218,540

$
35,836,642



23,920,633

(Continued)

~ 230 ~

UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Geographical information
Non-current assets:
Taiwan
Mainland China
United States
Singapore
Total
December 31,
2020
$ 815,675
247,435
30,021
1,055
December 31,
2019
576,862
264,877
-
1,944
843,683

$
1,094,186

Non-current assets include property, plant and equipment, right-of-use assets, intangible assets, and other assets, not including financial instruments and deferred tax assets (non-current).

(e) Major customers

For the years ended December 31, 2020 and 2019, the sales to customers exceeded 10% of the total revenue were as follows:

Name of customer
A customer
B customer
Total
2020 %

65.60
25.80
2019
Amount
%

10,564,447
44.16
6,558,263
27.42
17,122,710
71.58
Amount
$ 23,508,210
9,246,496

$
32,754,706
91.40

(Continued)

~ 231 ~

Appendix B

Independent Auditors' Report

To the Board of Directors of United Integrated Services Co., Ltd.:

Opinion

We have audited the financial statements of United Integrated Services Co., Ltd. ("the Company"), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter section), 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 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 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. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Emphasis of Matter

Some board members of United Integrated Services Co., Ltd. were sentenced of violating the Securities Exchange Act by the Taiwan High Court. For circumstances of these cases, please refer to Note12 (b) of the financial statements. Our opinion is not modified in respect of this matter.

~ 232 ~

Other Matter

We did not audit the financial statements of certain investee companies under the equity method and Note 13 (b) "Information on investees of the financial statements". Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for these investee companies, is based solely on the reports of other auditors. The investments in the investee companies constituted 3.54% and 4.22% of the total assets, as of December 31, 2020 and 2019, respectively. For the years then ended, the recognized shares of profit of associates accounted for using the equity method of these investee companies constituted 1.04% and 1.34% of the total profit before tax, respectively.

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 of the current period. 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. In our judgment, the key audit matters we communicated in the auditors' report were as follows:

1. Revenue recognition

For the accounting policies related to revenue recognition, please refer to Note 4 (o) "Revenue recognition"; for uncertainty of accounting estimates and assumption for revenue recognition, please refer to Note 5 (b) "Revenue recognition"; for information of revenue recognition, please refer to Note 6 (s) "Revenue from contracts with customers" to the financial statements.

Description of Key Audit Matter:

The Company recognizes construction contract revenue by percentage of completion method. The percentage of completion is based on the contract costs incurred as of the financial statements reporting date, representing the percentage of the estimated total contract costs. Because construction contract accounting involves a high level of estimation and judgment, revenue recognition has been identified as one of the key audit matters for our audit.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included testing the effectiveness of the internal control related to the timing and precision of revenue recognition. Through sampling and reviewing new construction contracts and related documents throughout the Company's reporting period, we obtained annual project revenue statistics and validated the correctness of revenue recognized on the projects.

2. Accounts receivable impairment assessment

For the accounting policies related to the impairment assessment of accounts receivable, please refer to Note 4 (f) "Financial instruments"; for uncertainty of accounting estimates and assumption for the impairment assessment of accounts receivable, please refer to Note 5 (a) "Impairment assessment of accounts receivable"; for information of the impairment assessment of accounts receivable, please refer to Note 6 (c) "Notes and accounts receivable" to the financial statements.

Description of Key Audit Matter:

The Company recognized expected credit loss in accordance with the Company's policy of allowance for accounts receivable, and established its estimation based on its clients' credit risk, historical experiences of credit loss, and rational expectation of future economic conditions. Since the accounting of expected credit loss of accounts receivable involves a high level of estimation and judgment, the impairment assessment of accounts receivable has been identified as one of the key audit matters for our audit.

~ 233 ~

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included: (i) understanding the accounting policies of the impairment assessment of notes and trade receivables; (ii) implementing sampling procedures to examine the accuracy of accounts receivable aging report; (iii) analyzing the changes of the aging of accounts receivable in each period; (iv) examining historical collection records; (v) examining subsequent collection status to evaluate the reasonableness of the Company's recognition of allowance for impairment loss.

3. Financial instruments assessment

For the accounting policies related to the assessment of financial instruments, please refer to Note 4 (f) "Financial Instruments"; for uncertainty of accounting estimates and judgments for fair value of financial instruments, please refer to Note 5 (c) "Fair value of financial instruments"; for information of the fair value of financial instruments, please refer to Note 6 (v) "Fair value hierarchy information" to the financial statements.

Description of Key Audit Matter:

The accounting of the assessment of financial instruments involves a high level of estimation and judgment. Therefore, the assessment of financial instruments has been identified as one of the key audit matters for our audit.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included: (i) testing the investment cycle and related financial reporting procedures, involving measurements and the internal control of financial reporting disclosures. (ii) assessing the reasonableness of valuation techniques of the financial assets measured at fair value without active market prices, including testing valuation models and inspecting the significant unobservable inputs to ensure that the applied valuation techniques were in accordance with IFRS 13 "Fair Value Measurement".

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, the 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 the 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.

~ 234 ~

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 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 Company's internal control.

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

  4. Conclude on the appropriateness of the 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.

  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.

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.

~ 235 ~

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 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 Tzu-Hui, Lee and Jung-Lin, Lee.

KPMG

Taipei, Taiwan (Republic of China) March 23, 2021

Notes to Readers

The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the 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 parent company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shall prevail.

~ 236 ~

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD.

Balance Sheets

December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar)

Assets
Current assets:
1100
Cash and cash equivalents (note6(a))
1110
Current financial assets measured at fair value through profit or loss (note6(b)(v))
1140
Current contract assets (note6(s))
1150
Notes receivable, net (note6(c))
1170
Accounts receivable, net (note6(c)(s))
1180
Accounts receivable-related parties (note6(c)(s) and 7)
1220
Current tax assets
130X
Inventories (note6(d))
1410
Prepayments (note6(e))
1470
Other current assets (note6(l) and 7)
Total current assets
Non-current assets:
1510
Non-current financial assets measured at fair value through profit or loss (note6(f)(v))
1517
Non-current financial assets measured at fair value through other comprehensive income
(note6(g)(v))
1550
Investments accounted for using equity method (note6(h))
1600
Property, plant and equipment (note6(i))
1755
Right-of-use assets (note6(j))
1780
Intangible assets (note6(k))
1840
Deferred tax assets (note6(p))
1940
Long-term other receivables-related parties (note7)
1900
Other non-current assets (note6(l) ,8 and 9)
Total non-current assets
Total assets
December 31, 2020
Amount
%
$ 6,506,029
27
499,890
2
1,260,739
5
5,881
-
6,196,773
26
3,289
-
-
-
56,665
-
605,628
3
3,522,156
15
December 31, 2019
Amount
%
4,349,076
22
214,179
1
880,164
4
1,859
-
3,408,266
17
46,149
-
14,485
-
42,029
-
1,012,546
5
4,832,698
25
14,801,451
74
6,347
-
2,051,779
11
2,048,791
10
553,061
3
19,164
-
2,705
-
156,384
1
203,876
1
7,639
-
5,049,746
26
19,851,197
100
Liabilities and Equity
Current liabilities:
2130
Current contract liabilities (note6(s))
2150
Notes payable (note6(v))
2160
Notes payable-related parties (note6(v) and 7)
2170
Accounts payable (note6(v))
2180
Accounts payable-related parties (note6(v) and 7)
2220
Other payables-related parties (note7)
2230
Current tax liabilities
2250
Current provisions (note6(m))
2280
Current lease liabilities (note6(n)(v))
2300
Other current liabilities (note6(o)(v))
Total current liabilities
Non-Current liabilities:
2550
Non-current provisions (note6(o))
2570
Deferred tax liabilities (note6(p))
2580
Non-current lease liabilities (note6(n)(v))
2645
Guarantee deposits received (note6(v))
2650
Credit balance of investments accounted for using equity method (note6(h))
Total non-current liabilities
Total liabilities
31XX
Equity (note6(g)(q)):
3100
Common stock
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3350
Unappropriated earnings
3400
Other equity
Total equity
Total liabilities and equity
December 31, December 31, 2019
Amount
%

5,568,691
28
14,149
-
-
-

3,808,665
19

115,841
1

160,183
1

486,933
2
16,743
-
12,357
-

699,539
3
Amount

18,657,050
78

13,502,344
56


10,883,101
54

6,805
-
1,958,718
8
2,296,558
10
547,066
2
19,676
-
3,353
-
165,079
1
202,767
1
114,789
-

326,982
2
95,643
-
7,893
-
6,663
-
28,282
-


288,952
1
102,607
1
6,928
-
2,143
-
-
-

465,463
2

400,630
2

13,967,807
58


11,283,731
56

1,905,867
8


1,905,867
10

368,144
2


373,561
2

5,314,811
22

2,015,786
8
4,866,403
20


1,730,497
9

3,625,577
18

6,882,189
28


5,356,074
27

847,854
4


931,964
5

10,004,054
42


8,567,466
44
$
23,971,861
100

$
23,971,861
100


19,851,197
100

See accompanying notes to parent company only financial statements.

~ 237 ~

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD. Statements of Comprehensive Income For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar, Except Earnings Per Share)

4000
Operating Revenues (note6(s) and 7):
4520
Construction revenue
4600
Service and design revenue etc.
Operating revenues, net
5000
Operating costs (note6(d)(k)(n)(o)(t), 7 and 12):
5520
Construction cost
5600
Service and design cost etc.
Total operating costs
Gross profit from operations
5910
Less: Unrealized gain from sale
Gross profit from operations, net
Operating expenses (note6(c)(k)(n)(o)(t), 7 and 12):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit (gains) losses
Total operating expenses
Net operating income
Non-operating income and expenses:
7010
Other income (note6(b)(g)(u) and 7)
7020
Other gains and losses (note6(u) and 7)
7100
Interest income(note6(u) and 7)
7510
Interest expense (note6(n)(u) and 7)
7375
Share of profit of subsidiaries, associations and joint ventures accounted for using equity method (note6(h))
Total non-operating income and expenses
7900
Net income from continuing operations before tax
7950
Less: Income tax expenses (note6(p))
8200
Net income
8300
Other comprehensive income(note6(g)(o)(p)):
8310
Items that may not be reclassified subsequently to profit or loss:
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income
8330
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
8349
Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss
Items that may not be reclassified subsequently to profit or loss
8360
Items that may be reclassified subsequently to profit or loss:
8361
Exchange differences on translation of foreign operation
8380
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method,
components of other comprehensive income that will be reclassified to profit or loss
8399
Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss
Items that may be reclassified subsequently to profit or loss
8300
Other comprehensive income
8500
Comprehensive income
9750
Basic earnings per share (in dollars)(note6(r))
9850
Diluted earnings per share (in dollars)(note6(r))
2020 %

99

1
2019 %
98
2
Amount
$ 33,669,389
201,059
Amount

19,039,765

394,044

33,870,448


100


19,433,809
100

28,410,965
66,753


84

-


15,278,348
205,796
79
1

28,477,718


84


15,484,144
80

5,392,730
23,590


16

-


3,949,665
-
20
-

5,369,140


16

3,949,665
20

37,216
902,822
34,723
(367)


-

3

-

-

33,549

724,890
35,099
48,443
-
4
-
-

974,394


3


841,981
4

4,394,746


13


3,107,684
16

56,002
225,357
72,944
(6,703)
223,929


-

1

-

-

1

155,591

(51,735)
142,044
(6,578)

147,994
1
-
-
-
1

571,529


2


387,316
2

4,966,275
932,971


15

3


3,495,000

679,702
18
3

4,033,304


12


2,815,298
15

(37,279)

(93,061)
261
(7,456)


-

-

-

-

47,955
414,818
(773)
9,591
-
2
-
-

(122,623)


-

452,409
2

9,868
1,057
1,974


-

-

-

(49,605)
(8,431)
(9,921)
-
-
-

8,951


-

(48,115)
-

(113,672)


-

404,294
2

$
3,919,632

12

3,219,592
17

$
21.16 14.77
$ 20.83 14.57

See accompanying notes to parent company only financial statements.

~ 238 ~

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD.

Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar)

Balance at January 1, 2019
A1
Net income
D1
Other comprehensive income
D3
Total comprehensive income
D5
Appropriation and distribution of retained earnings:
Legal reserve
B1
Special reserve
B3
Cash dividends
B5
Other changes in capital surplus:
Changes in equity of associates and joint ventures accounted for using equity
method
C7
Balance on December 31, 2019
Z1
Net income
D1
Other comprehensive income
D3
Total comprehensive income
D5
Appropriation and distribution of retained earnings:
Legal reserve
B1
Cash dividends
B5
Other changes in capital surplus:
Changes in equity of associates and joint ventures accounted for using equity
method
C7
Balance on December 31, 2020
Z1
Share capital Capital
surplus
Retained earnings Other equity Total equity
Exchange
differences on
translation of
foreign
operations
Unrealized gains
(losses) on
financial assets
measured at fair
value through
other
comprehensive
income
Total other
equity
Common stock Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total retained
earnings
$ 1,905,867 374,156
1,515,740

112,888
2,780,424 4,409,052
(63,488)

628,749
565,261
7,254,336

-
-

-
-


-
-


-
-

2,815,298
37,591

2,815,298
37,591



-

(48,115)


-

414,818

-
366,703


2,815,298

404,294
- - - -
2,852,889

2,852,889



(48,115)



414,818

366,703



3,219,592
-
-
-
-
-
-
-
(595)
214,757
-
-

-

-
(112,888)
-
-

(214,757)
112,888
(1,905,867)
-

-
-
(1,905,867)
-


-
-

-
-


-
-
-
-

-
-
-
-


-
-
(1,905,867)
(595)
1,905,867
373,561


1,730,497

-
3,625,577 5,356,074
(111,603)

1,043,567
931,964

8,567,466

-
-

-
-


-
-

-
-

4,033,304
(29,562)

4,033,304
(29,562)



-

8,951


-

(93,061)

-
(84,110)


4,033,304

(113,672)
- - - -
4,003,742

4,003,742



8,951



(93,061)

(84,110)



3,919,632
-
-
-
-
-
(5,417)
285,289
-

-

-
-
-

(285,289)
(2,477,627)
-

-
(2,477,627)
-


-

-
-


-
-
-

-
-
-


-
(2,477,627)
(5,417)
$
1,905,867

368,144


2,015,786
- 4,866,403 6,882,189 (102,652) 950,506 847,854
10,004,054

See accompanying notes to parent company only financial statements.

~ 239 ~

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD. Statements of Cash Flows For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar)

AAAA
Cash flows from (used in) operating activities:
A10000
Income before income tax
A20000
Adjustments:
A20010
Adjustments to reconcile profit (loss):
A20100
Depreciation expense
A20200
Amortization expense
A20300
Expected credit (gain) loss
A20400
Net profit on financial assets measured at fair value through profit or loss
A20900
Interest expense
A21200
Interest income
A21300
Dividend income
A22400
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method
A22500
Gain from disposal of property, plant and equipment
A23900
Unrealized profit from sale
A20010
Total adjustments to reconcile loss
A30000
Changes in operating assets and liabilities:
A31000
Changes in operating assets:
A31125
(Increase) decrease in current contract assets
A31130
(Increase) decrease in notes receivable
A31150
Increase in accounts receivable
A31160
Decrease in accounts receivable-related parties
A31200
(Increase) decrease in inventories
A31230
Decrease in prepayments
A31240
(Increase) decrease in other current assets
A31000
Subtotal of changes in operating assets
A32000
Changes in operating liabilities:
A32125
Increase (decrease) in current contract liabilities
A32130
Increase (decrease) in notes payable
A32140
Increase (decrease) in notes payable-related parties
A32150
Increase in accounts payable
A32160
Increase in accounts payable-related parties
A32200
Increase in current provisions
A32230
Increase in other current liabilities
A32240
Increase in net defined benefit liability
A32000
Subtotal of changes in operating liabilities
A30000
Total changes in operating assets and liabilities
A20000
Total adjustments
A33000
Cash inflow generated from operations
A33100
Interest received
A33300
Interest paid
A33500
Income taxes paid
AAAA
Net cash flows from operating activities
BBBB
Cash flows from (used in) investing activities:
B00100
Acquisition of financial assets at fair value through profit or loss
B01800
Acquisition of investments accounted for using equity method
B02700
Acquisition of property, plant and equipment
B02800
Proceeds from disposal of property, plant and equipment
B03800
(Increase) decrease in guarantee deposits paid
B04500
Acquisition of intangible assets
B06000
Decrease in long-term other receivables-related parties
B06500
Decrease (increase) in other financial assets
B06700
Increase in other non-current assets
B07600
Dividends received
BBBB
Net cash flows from (used in) investing activities
CCCC
Cash flows from (used in) financing activities:
C03100
Increase in guarantee deposits received
C04020
Payment of lease liabilities
C04500
Cash dividends paid
CCCC
Net cash flows used in financing activities
EEEE
Net increase (decrease) in cash and cash equivalents
E00100
Cash and cash equivalents at beginning of period
E00200
Cash and cash equivalents at end of period
2020
$ 4,966,275
25,485
1,038
(367)
(285,777)
6,703
(72,944)
(43,697)
(223,929)
(2,755)
23,590
2019

3,495,000

18,685

965

48,443

(52,933)

6,578

(142,044)

(93,980)

(147,994)

(1,643)

-

(572,653)


(363,923)

(380,575)
(4,022)
(2,788,140)
42,860
(14,636)
406,918
(9,249)



122,439

1,176

(667,037)

20,755

2,105

29,138

28,241

(2,746,844)



(463,183)

533,149
46,720
5,983
1,680,335
135,939
2,665
208,594
751



(326,085)

(227,382)

(38,960)

1,198,492

3,644

3,389

62,685

2,492
2,614,136

678,275

(132,708)



215,092

(705,361)



(148,831)

4,260,914
76,083
(405)
(928,652)



3,346,169

141,170

(280)

(617,135)

3,407,940



2,869,924

(392)
(297,130)
(7,965)
6,934
(2,816)
(1,456)
3,746
956,087
(104,727)
685,541



(10,139)

(99,449)

(4,024)

3,227

768

(1,823)

18,948

(3,061,663)

(475)

746,367

1,237,822



(2,408,263)

4,520
(15,702)
(2,477,627)



139

(8,879)

(1,905,867)

(2,488,809)



(1,914,607)

2,156,953
4,349,076



(1,452,946)

5,802,022

$
6,506,029


4,349,076

See accompanying notes to parent company only financial statements.

~ 240 ~

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD. Notes to the Financial Statements For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar, Unless Otherwise Specified)

(1) Company history

United Integrated Services Co., Ltd. (hereinafter referred to as the “Company”) was incorporated as a limited company under the provisions of the Ministry of Economic Affairs, R.O.C on September 13, 1982, as United Technology And Engineering Co., Ltd.. The Company reincorporated as United Linkfast Co., Ltd. on March 14, 1990. On October 30, 1990, the Company merged with Linkfast System Co., Ltd. The surviving company was United Linkfast Co., Ltd., and renamed as United Integrated Services Co., Ltd. on May 29, 2002. The registered address of the Company was 6F., No.297 Sec.6, Roosevelt Rd., Wenshan Dist., Taipei City, Taiwan(R.O.C). On July 29, 2003, the Company merged with TAI-QUN Technology Co., Ltd. through the cash consideration method. The surviving company was United Integrated Services Co., Ltd..

The Company and its subsidiaries (collectively referred hereinafter as the “Group”) are primarily engaged in: (1) contracting various running water projects, instrumental control projects, refrigerating and air conditioning projects, installation of clean rooms and the related transactions and manufacturing of supplies. (2) Traffic surveillance & control system engineering building, factory computer control monitoring systems, engineering environment monitoring systems, the design and installation of engineering toll collection systems and related supply transactions. (3) Various electrical and mechanical engineering contracts for transmission and distribution of electric power. (4) The design, installation, maintenance and trading of related equipment of various computerized automatic engineering monitoring systems. (5) Contracting of various computer and communication system integration projects and the manufacturing and trading of related software and hardware. (6) Installation and design of controlling equipment in computer rooms. (7) Technical advisory services for planning and designing of projects. (8) Importing restrained telecom radio frequency equipment.

(2) Approval date and procedures of the financial statements

These parent company only financial statements were authorized for issuance by the Board of Directors on March 23, 2021.

(3) New standards, amendments and interpretations adopted:

  • (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 Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2020:

  • 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”

  • Amendments to IFRS 16 “COVID-19-Related Rent Concessions”

(Continued)

~ 241 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its financial statements:

  • Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • ● Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform Phase 2”

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

The following new and amended standards, which may be relevant to the Company, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or
Interpretations
Amendments to IFRS 10 and
IAS 28 “Sale or Contribution
of Assets Between an Investor
and Its Associate or Joint
Venture”
Amendments to IAS 37
“Onerous Contracts-Cost of
Fulfilling a Contract”
Content of amendment
The amendments address an acknowledged
inconsistency between the requirements in
IFRS 10 and those in IAS 28 (2011) in
dealing with the sale or contribution of
assets between an investor and its associate
or joint venture. The main consequence of
the amendments is that a full gain or loss is
recognized when a transaction involves a
business (whether it is housed in a subsidiary
or not). A partial gain or loss is recognized
when a transaction involves assets that do
not constitute a business, even if these assets
are housed in a subsidiary.
The amendments clarify that the ‘costs of
fulfilling a contract' comprises the costs that
relate directly to the contract as follows:
● the incremental costs – e.g. direct labor
and materials; and
● an allocation of other direct costs – e.g.
an allocation of the depreciation charge
for an item of property, plant and
equipment used in fulfilling the contract.
Effective date per
IASB
Effective date to be
determined by IASB
January 1, 2022

The Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.

(Continued)

~ 242 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

The Company does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its financial statements:

  • IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

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

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

  • Annual Improvements to IFRS Standards 2018-2020

  • Amendments to IFRS 3 “Reference to the Conceptual Framework”

  • Amendments to IAS 1 “Disclosure of Accounting Policies”

  • Amendments to IAS 8 “Definition of Accounting Estimates”

(4) Summary of significant accounting policies

The significant accounting policies presented in the financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.

(a) Statement of compliance

These financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as "the Regulations").

  • (b) Basis of preparation

  • (i) Basis of measurement

Except for the following significant accounts, the financial statements have been prepared on a historical cost basis:

  • 1) Financial instruments measured at fair value through profit or loss are measured at fair value;

  • 2) Financial assets measured at fair value through other comprehensive income are measured at fair value;

  • 3) The defined benefit liabilities are measured at fair value of the plan assets less the present value of the defined benefit obligation.

  • (ii) Functional and presentation currency

The functional currency of each entity is determined based on the primary economic environment in which the entity operates. The financial statements are presented in New Taiwan Dollar (NTD), which is the Company's functional currency. All financial information presented in NTD has been rounded to the nearest thousand.

(Continued)

~ 243 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(c) Foreign currencies

(i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

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.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

(Continued)

~ 244 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • (d) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

An entity shall classify a liability as current when:

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

  • (iv) The Company 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 issuing equity instruments do not affect its classification.

The Company is mainly engaged in the planning, designation and construction contracting of various projects. Its business cycle is about three to five years. Due to assets and liabilities related to the engineering business, are based on operating cycle as the standard for dividing current or non-current.

(e) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in fair value. The definition of time deposit within 3 months is similar to that of cash equivalent; however, the purpose of holding time deposit is for short term cash commitment rather than investment.

(Continued)

~ 245 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(f) Financial instruments

  • (i) Financial assets

On initial recognition, a financial asset is classified as measured at: amortized cost; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • 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.

Dividend income is recognized in profit or loss on the date on which the Company's right to receive payment is established.

  • 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. 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.

(Continued)

~ 246 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

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) Business model assessment

The Company makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:

‧ the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management's strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;

‧ how the performance of the portfolio is evaluated and reported to the Company's management;

  • ‧ the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;

  • ‧ the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Company's continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

  • 5)

Impairment of financial assets

The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivable, guarantee deposit paid and other financial assets), debt investments measured at FVOCI, accounts receivable and contract assets.

Loss allowance for trade receivables and contract assets 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.

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

(Continued)

~ 247 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

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.

The Company considers a financial asset to be in default when the financial asset is more than 12 months past due, or the debtor is unlikely to pay its credit obligations to the Company in full.

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. Evidence that a financial asset is credit-impaired includes the following observable data:

  • ‧ significant financial difficulty of the borrower or issuer;

  • ‧ a breach of contract such as a default or being more than 12 months past due;

  • ‧ the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written 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.

  • 6) 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.

(Continued)

~ 248 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

(ii) Financial liabilities

1) Financial liabilities

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.

  • 2) 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.

  • 3) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

(g) Inventories

The cost of inventories consists of all costs of purchase, 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.

(Continued)

~ 249 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(h) Investment in associates

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

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 Company'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 Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company 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 actual significant influence.

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 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 Company has incurred legal or constructive obligations or made payments on behalf of the associate.

(i) Subsidiaries

The Company accounts the investee companies that it possesses control using the equity. Net income, other comprehensive income, and shareholder's equity in the financial reports of the Company and the net income, other comprehensive income, and shareholder's equity that belongs to the owners of parent in the consolidated financial reports should be the same.

The Company accounts the changes in equity, under the condition that control is still present, as equity transactions between the proprietors.

(j) 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.

(Continued)

~ 250 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(ii) Subsequent expenditure

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

  • (iii) 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 is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

1) Buildings 3~50 years
2) Machinery 3~7 years
3) Plant equipment 3~50 years
4) Transportation equipment 3~7 years
5) Office equipment 3~10 years
6) Leasehold improvements 5 years

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

  • (k) Leases

  • (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 customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

(Continued)

~ 251 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • 3) the customer has the right to direct the use of the asset throughout the period of use only if either:

    • the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or

    • the relevant decisions about how and for what purpose the asset is used are predetermined and:

      • - the customer 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 customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.

  • (ii) As a lessee

The Company 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 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, including in-substance 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.

(Continued)

~ 252 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

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 in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, 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 right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

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

  • (l) Intangible assets

  • (i) Recognition and measurement

Other intangible assets, including computer software, that are acquired by the Company 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.

(Continued)

~ 253 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(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:

Computer software 3~10 years

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

  • (m) Impairment of non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, deferred tax assets and assets arising from employee benefits) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.

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. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

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.

(n) Provisions

A provision is recognized if, as a result of a past event, the Company has a present 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 monetary market time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.

(Continued)

~ 254 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

The Company shall provide one-thousandth of the total contract amounts for the completed project within one year of the period-end settlement for the project warranty reserve. When the actual expenditure occurs, the provision is reversed, and if there is a deficiency, it is listed as the annual expense.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Company 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 Company recognizes any impairment loss on the assets associated with that contract.

(o) Revenue recognition

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 recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer's acceptance 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, 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) Consulting Services

The Company is engaged in providing construction consulting and design 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 to 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 the surveys of work performed.

(Continued)

~ 255 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(iii) Construction contracts

The Company enters into contracts to design and install constructions. Because its customer controls the asset as it is being constructed, the Company recognizes revenue over time basis of the construction costs incurred to date as a proportion of the total estimated costs of the contract. The consideration promised in the contract includes fixed and variable amounts. Considering the progress of a public construction is highly susceptible to factors outside the Company's control and, therefore, completion bonus is usually constrained, the Company recognizes revenue only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If the Company has recognized revenue, but not issued a bill, then the entitlement to consideration is recognized as a contract asset. The contract asset is transferred to receivables when the entitlement to payment becomes unconditional.

If the Company cannot reasonably measure its progress towards complete satisfaction of the performance obligation of a construction contract, the Company shall recognize revenue only to the extent of the costs expected to be recovered.

A provision for onerous contracts is recognized when the Company expects the unavoidable costs of performing the obligations under a construction contract exceed the economic benefits expected to be received under the contract.

Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

For constructions, the Company offers a standard warranty to provide assurance that they comply with agreed-upon specifications and has recognized warranty provisions for this obligation.

  • (p) Contract costs

  • (i) Incremental costs of obtaining a contract

The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.

The Company applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred, if the amortization period of the asset that the entity otherwise would have recognized is one year or less.

(Continued)

~ 256 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(ii) Costs to fulfil a contract

If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Company recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:

  • ‧ The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify;

  • ‧ The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and

  • ‧ The costs are expected to be recovered.

General and administrative costs, costs of wasted materials, labor or other resources to fulfil the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Company cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations(or partially satisfied performance obligations), the Company recognizes these costs as expenses when incurred.

(q) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

(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 then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

(Continued)

~ 257 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

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.

(r) Income tax

Income taxes comprise 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 are 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 are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of 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.

(Continued)

~ 258 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Company 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 to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

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.

(s) Earnings per share

The Group discloses the Company's basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.

(t) Operating segments

The Company has disclosed segment information in the consolidated financial statements, so it is not necessary to disclose such information in the parent company only financial statements.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty

The preparation of the parent company only financial statements in conformity with 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.

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the parent company only financial statements is as follows:

  • (a) Judgment of whether the Company has substantive control over its investees, please refer to the consolidated financial statement for the year ended December 31, 2020.

(Continued)

~ 259 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(b) Judgment regarding significant influence of investees

The Company has less than 20% of the voting or potential voting rights of Wholetech System Hitech Limited, JG Environmental Technology Co., Ltd. and Eco Energy Corporation. However, the Company has determined that it has significant influence because it has representation on the board of Wholetech System Hitech Limited, JG Environmental Technology Co., Ltd. and Eco Energy Corporation.

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:

(a) Impairment assessment of accounts receivable

The Company has estimated the allowance for loss on trade receivable that is based on the risk of default occurring and the rate of expected credit loss. The Company has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating impairments and the selected inputs. For relevant assumptions and input values, please refer to Note 6 (c).

(b) Revenue recognition

The Company recognizes contract revenues based on the degree of completion on construction contracts; degree of completion is calculated with contract costs incurred to date as a percentage of estimated total contract costs. The Company considers the nature of each project, the estimated construction period, the project item, the construction process, the construction method and the estimated amount of the subcontracts when estimating total contract costs. Any changes in the estimates above may result in a significant adjustment to the estimated amount., please refer to Note 6 (s).

(c) Fair value of financial instruments

The fair value of financial instruments in non-active markets or without open market quotes is determined by evaluation models or counterparty quotations. When using the evaluation model to determine fair value, all models only use observable data as input values without artificial adjustment. The observable input value is based on the principle of long-term stable market-used parameters to avoid differences in cross-period financial reporting due to changes in data sources. The model must be repeatedly adjusted and verified to ensure that the output is sufficient to properly reflect the value of the asset.

For detailed information on the main assumptions used in determining the fair value of the financial instruments and detailed sensitivity analysis of these assumptions, please refer to Note 6 (v).

(d) Measurement of defined benefit obligations

Defined benefit costs and net defined benefit liabilities (assets) under defined benefit pension plans are calculated using the Projected Unit Credit Method. The appropriate actuarial assumptions include the discount rate, employee turnover rate, and future salary increase rate. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expense and liability. Please refer to Note6 (o) for the material actuarial assumptions and sensitivity analysis for actuarial calculations.

(Continued)

~ 260 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(6) Explanation of significant accounts

(a) Cash and cash equivalents

Cash on hand and petty cash
Demand deposits
Check deposits
Time deposits
Cash and cash equivalents in the statement of cash flow
December 31,
2020
$ 3,075
3,641,873
1,695
2,859,386
December 31,
2019

3,821

1,396,648

1,083

2,947,524

$
6,506,029



4,349,076

Please refer to note 6 (v) for the disclosure of the sensitivity analysis and interest rate risk of the financial assets and liabilities of the Company.

(b) Current financial assets measured at fair value through profit or loss

Financial asset measured at fair value through profit or loss:
Stock listed on domestic markets
Stocks unlisted on domestic markets
Valuation adjustment
Total
December 31,
2020
$ 236,590
68,687
194,613
December 31,
2019

117,896

186,989

(90,706)

$
499,890



214,179

For the years ended December 31, 2020 and 2019, the Company recognized dividend income from the above financial assets measured at fair value through profit or loss of $1,564 thousand and $5,736 thousand, respectively.

(c) Notes and accounts receivable, net

Notes receivable-unrelated parties
Accounts receivable-unrelated parties
Accounts receivable-related parties
Less: Loss allowance
Total
December 31,
2020
$ 5,881
6,283,587
3,289
86,814
December 31,
2019

1,859

3,495,447

46,149

87,181

$
6,205,943


3,456,274

(Continued)

~ 261 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions were determined as follows:

Current
1 to 60 days past due
61 to 120 days past due
More than one year past due
Current
1 to 60 days past due
More than one year past due
December 31, 2020 December 31, 2020 December 31, 2020
Loss allowance
provision
-
180
185
86,449
Gross carrying
amount
$ 6,169,836
17,969
18,503
86,449
Weighted-avera
ge expected
credit loss rate

$
6,292,757

86,814


Loss allowance
provision
-
66
87,115
Gross carrying
amount
$ 3,449,726
6,614
87,115
Weighted-avera
ge expected
credit loss rate


1%
100%

$
3,543,455

87,181

The movement in the allowance for notes and accounts receivable were as follows:

Balance at January 1
Impairment losses (reversed) recognized
Amounts written off
Balance at December 31
2020
$ 87,181
(367)
-
2019

51,007

48,443
(12,269)
$
86,814

87,181

The Company recognized the allowance for notes and accounts receivable based on the nature of the industry, historical payment behavior and the credit rating of customers.

The Company did not provide any notes and accounts receivable as collaterals.

(Continued)

~ 262 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(d) Inventories

Raw materials
Work in progress
Finished goods
Merchandise
Total
Raw materials
Work in progress
Finished goods
Merchandise
Total
December 31, 2020 December 31, 2020
Carrying
Amount

47,372

1,485

7,808

-
Cost
$ 50,367
22,093
16,866
6,805
Allowance for
Impairment

(2,995)

(20,608)

(9,058)

(6,805)

$
96,131



(39,466)


56,665


December 31, 2019



Carrying
Amount

38,843

1,739

1,447

-
Cost
$ 48,742
18,439
12,527
6,805
Allowance for
Impairment

(9,899)

(16,700)

(11,080)

(6,805)

$
86,513



(44,484)


42,029

For the years ended December 31, 2020 and 2019, the reversal of write-downs of inventories amounted to $5,018 thousand and $4,789 thousand, respectively. The loss on disposal of inventories amounted to $5,570 thousand and $2,998 thousand in 2020 and 2019, respectively. The amounts shown above were included in the cost of sales.

The Company did not provide any inventories as collaterals.

(e) Prepayments

Domestic purchase of materials
Foreign purchases of materials
Clean and safety fee
Prepaid insurance
Prepaid technical service fee
Others
Total
December 31,
2020
$ 146,018
354,304
59,256
15,998
26,803
3,249
December 31,
2019

328,710

610,509

10,130

17,746

37,939

7,512

$
605,628


1,012,546

(Continued)

~ 263 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • (f) Non-current financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or
loss:
Stocks unlisted on domestic markets
Valuation adjustments
Total
December 31,
2020
$ 34,795
(27,990)
December 31,
2019

34,795

(28,448)

$
6,805



6,347

(g) Non-current financial assets measured at fair value through other comprehensive income

Equity instruments measured at fair value through other
comprehensive income
Unlisted stocks (overseas)
Valuation adjustment
Total
December 31,
2020
$ 1,008,212
950,506
December 31,
2019

1,008,212

1,043,567

$
1,958,718



2,051,779
  • (i) The equity instrument investment of the Company is a long-term strategic investment and is not held for trading, which has been designated as measured at fair value through other comprehensive income. In September 2020, the equity instrument investments declared dividends amounting to $42,133 thousand and be claimed in December 2020. In September 2019, the equity instrument investments declared dividends amounting to $88,244 thousand and be claimed in November 2019.

  • (ii) The changes in valuation adjustment of financial assets measured at fair value through other comprehensive income were as follows:


comprehensive income were as follows:
Balance at January 1
Add: (reversal) recognition for current period
Balance at December 3l
2020
$ 1,043,567
(93,061)
2019

628,749

414,818

$
950,506



1,043,567
  • (h) Investments accounted for using equity method

A summary of the Company's financial information for investments accounted for using the equity method at the reporting date was as follows:

Subsidiary
Associates
Total
December 31,
2020
$ 1,447,413
849,145
December 31,
2019

1,210,818

837,973

$
2,296,558



2,048,791

(Continued)

~ 264 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

A summary of the Company's financial information for credit balance on investments accounted for using the equity method at the reporting date was as follows:

Subsidiary December 31,
2020
$
28,282
December 31,
2019

-

(i) Subsidiary

Please refer to the consolidated financial statement for the year ended December 31, 2020.

  • (ii) Associates

  • 1) Affiliate which was material to the Company consisted of the followings:

Name of
Affiliate
Nature of Relationship
with the Group

Main operating
location/
Registered
Country of the
Company
Proportion of
shareholding and voting
rights
Proportion of
shareholding and voting
rights
December
31, 2020
December
31, 2019

33.30%
Ablerex electronics
co., Ltd.
Selling and Manufacturing
of UPS
Taiwan 33.30%

The fair value of affiliate listed on the Stock Exchange (over the counter) which was material to the Company was as follows:

Ablerex electronics co., Ltd. December 31,
2020
$
1,773,000
December 31,
2019

1,507,500

A summary of the financial information of significant associates was as follows:

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Net assets attributable to non-controlling
interests
Net assets attributable to investee
December 31,
2020
$ 2,003,389
963,721
(1,351,435)
(134,423)
December 31,
2019

1,848,379

1,006,010
(1,256,452)
(116,537)

$
1,481,252


1,481,400

$
13,538



12,643

$
1,467,714



1,468,757

(Continued)

~ 265 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Operating revenue
Net income from continuing operations
Other comprehensive income
Total comprehensive income
Total comprehensive income attributable to
non-controlling interests
Total comprehensive income attributable to
investee
Share of net assets of associate attributable to the
Company as of January 1
Total comprehensive income attributable to the
Company
Adjustments for using equity method
Dividends from associate
Share of net assets of associate attributable to the
Company as of December 31
Add: Goodwill
Ending balance of net assets of associate
attributable to the Company
2020
$
2,361,923
2019

2,462,390

$ 44,370
481



40,623

(20,462)
$
44,851


20,161

$
876



(238)
$
43,975


20,399

2020
$ 490,820
14,645
(6)
(14,986)


2019

507,101

6,794

(595)

(22,480)

490,473
116



490,820

116
$
490,589

490,936

2) Insignificant associates

The Company's financial information for investments accounted for using the equity method that are individually insignificant were as follows:

Carrying amount of individually insignificant
associate's equity
Attributable to the Company:
Income from continuing operations
Other comprehensive income
Total comprehensive income
December 31,
2020
$
358,556
December 31,
2019

347,037

2020
$ 36,906
1,213


2019

33,718

(2,820)

$
38,119



30,898

In 2020 and 2019, the preparation of the financial statements for the investee companies under the equity method was evaluated based on the auditors' reports of the investee companies. For the years ended December 31, 2020 and 2019, the share of profit of associations accounted for using equity method amounted to $51,446 thousand and $46,896 thousand, respectively.

(Continued)

~ 266 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(iii) Guarantee

The Company did not provide any investment accounted for using equity method as collaterals.

(i) Property, plant and equipment

The cost, depreciation, and impairment of the property, plant and equipment of the Company for the years ended December 31, 2020 and 2019, were as follows:

Cost or deemed cost:
Balance at January 1, 2020
Additions
Disposal
Balance at December 31, 2020
Balance at January 1, 2019
Additions
Disposal
Reclassification
Balance at December 31, 2019
Accumulated depreciation and
impairment loss:
Balance at January 1, 2020
Depreciation
Disposal
Balance at December 31, 2020
Balance at January 1, 2019
Depreciation
Disposal
Balance at December 31, 2019
Carrying amounts:
Balance at December 31, 2020
Balance at January 1, 2019
Balance at December 31, 2019
Land Buildings Machinery Plant
equipment
Transportation
Equipment
Office
equipment
Leasehold
Improvements
Total
$ 398,538
-
(1,725)

63,843
-

(3,003)

53,767
1,391

(9,714)

156,835

-

(448)

8,341
663

(305)

52,064

5,911

(3,119)

2,076

-

-

735,464
7,965
(18,314)

$
396,813



60,840


45,444



156,387



8,699



54,856


2,076


725,115

$ 398,538
-
-
-



63,519
324
-
-


77,752

1,380
(25,365)
-



156,485

350

-
-



9,010

-
(669)
-



55,889
1,970

(5,914)
119



2,076

-

-

-



763,269
4,024
(31,948)
119
$
398,538

63,843
53,767
156,835

8,341

52,064

2,076

735,464

$ 1,160
-
-



35,236
1,428
(1,257)


48,889

1,248

(9,076)



43,471

4,170

(404)



4,452

996

(297)



47,221

1,864

(3,101)



1,974

75

-



182,403

9,781
(14,135)
$
1,160


35,407


41,061



47,237



5,151



45,984


2,049


178,049

$ 1,160
-
-



33,809
1,427
-


70,760

1,922
(23,793)



39,286

4,185

-



4,177

943
(668)



52,115

1,009

(5,903)



1,775

199

-



203,082

9,685
(30,364)
$
1,160

35,236

48,889


43,471


4,452



47,221


1,974


182,403

$
395,653



25,433

4,383



109,150



3,548



8,872



27



547,066

$
397,378



29,710

6,992



117,199



4,833



3,774


301


560,187

$
397,378



28,607

4,878



113,364



3,889



4,843


102


553,061

The property, plant and equipment of the Company had not been pledged as collaterals.

(j) Right-of-use assets

The Company leases many assets including buildings and office equipment. Information about leases for which the Company as a lessee was presented below:

Cost:
Balance at January 1, 2020
Additions
Write-off
Balance at December 31, 2020
Balance at January 1, 2019
Additions
Balance at December 31, 2019
Buildings
$ 27,174
18,671
(5,432)
Office
Equipment

990

1,453

(2,204)
Total

28,164

20,124

(7,636)

$
40,413


239


40,652

$ 15,707
11,467

990

-


16,697
11,467

$
27,174

990

28,164

(Continued)

~ 267 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Accumulated depreciation:
Balance at January 1, 2020
Depreciation
Write-off
Balance at December 31, 2020
Balance at January 1, 2019
Depreciation
Balance at December 31, 2019
Carrying amount:
Balance at December 31, 2020
Balance at January 1, 2019
Balance at December 31, 2019
$ 8,562
438
9,000
15,050
654
15,704
(2,716)
(1,012)
(3,728)



$
20,896
80
20,976


$ -
-
-
8,562
438
9,000


$
8,562
438
9,000


$
19,517
159
19,676


$
15,707
990
16,697


$
18,612
552
19,164

(k) Intangible assets

The cost and amortization of the intangible assets of the Company for the years ended December 31, 2020 and 2019, were as follows:

Costs:
Balance at January 1, 2020
Additions
Balance at December 31, 2020
Balance at January 1, 2019
Additions
Balance at December 31, 2019
Accumulated amortization:
Balance at January 1, 2020
Amortization
Balance at December 31, 2020
Balance at January 1, 2019
Amortization
Balance at December 31, 2019
Carrying value:
Balance at December 31, 2020
Balance at January 1, 2019
Balance at December 31, 2019
Computer
software
$ 10,327
1,456
$
11,783
$ 8,504
1,823
$
10,327
$ 7,622
808
$
8,430
$ 7,163
459
$
7,622
$
3,353
$
1,341
$
2,705

(Continued)

~ 268 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

For the years ended December 31, 2020 and 2019, the amortization expense amounted to $808 thousand and $459 thousand, respectively. These expenses were included in operating costs and operating expenses in the statements of comprehensive income.

  • (l) Other current assets and non-current assets

  • (i) The other current assets of the Company were as follows:

Other financial assets
Construction bid bond
Dividends receivable
Others
December 31,
2020
$ 3,497,416
-
-
24,740
December 31,
2019

4,453,340
3,100
358,091

18,167

$
3,522,156


4,832,698

Other financial assets were time deposits with a maturity of three to twelve months.

  • (ii) The other non-current assets of the Company were as follows:
Other financial assets
Guarantee deposits paid
Prepayments for land and buildings
Others
December 31,
2020
$ 850
7,510
104,394
2,035
December 31,
2019

1,013

4,694

-

1,932

$
114,789


7,639

Other financial assets were mainly time deposits with a maturity of more than twelve months. The prepayments for land and buildings were the prepayments of purchase price of properties, deed tax, stamp tax, fees and other prepayments related to the properties as a headquarters in 2020.

  • (m) Current provisions
Balance at January 1, 2020
Provisions made during the year
Provisions used during the year
Balance at December 31, 2020
Balance at January 1, 2019
Provisions made during the year
Provisions used during the year
Balance at December 31, 2019
Warranty
$ 16,743
11,218
(8,553)

$
19,408

$ 13,354
11,388
(7,999)

$
16,743

(Continued)

~ 269 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

The Company determined provisions for warranty based on 0.1% of the value of the construction contracts completed within one year. The provisions for warranty were deducted as incurred, otherwise, it was recognized as an expense for current period if there was a deficiency.

(n) Lease liabilities

The Company's lease liabilities were as follow:

The Company's lease liabilities were as follow:
Current
Non-current
For the maturity analysis, please refer to note 6 (v).
December 31,
2020
$
11,879
December 31,
2019

12,357

$
7,893



6,928

The amounts recognized in profit or loss were as follows:

Interest on lease liabilities
Expenses relating to short-term leases
2020
$
301
2019

280
$
7,543

3,672

The amounts recognized in the statement of cash flows for the Company was as follows:

Total cash outflow for leases 2020
$
23,546
2019

12,831

(i) Real estate leases

The Company leases buildings for its office space. The leases of office space typically run for a period of 2 to 4 years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract-term.

Some leases provide for additional rent payments that are based on changes in local price indices. Some also require the Company to make payments that relate to the property taxes levied on the lessor and insurance payments made by the lessor; these amounts are generally determined annually.

Some leases of office buildings contain extension or cancellation options. These leases are negotiated and monitored by local management, and accordingly, contain a wide range of different terms and conditions. The extension options held are exercisable only by the Company and not by the lessors. In which lease is not reasonably certain to use an optional extended lease term, payments associated with the optional period are not included within lease liabilities.

(ii) Other leases

The Company leases office equipment, with lease terms of 2 to 4 years. In some cases, the Company has options to purchase the assets at the end of the contract term; in other cases, it guarantees the residual value of the leased assets at the end of the contract term.

(Continued)

~ 270 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

The Company also leases buildings and office equipment. These leases are short-term or of low-value items. The Company has elected not to recognize right-of-use assets and lease liabilities for these leases.

(o) Employee benefits

  • (i) Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:


were as follows:
Present value of the defined benefit obligations
Fair value of plan assets
Net defined benefit liabilities
December 31,
2020
$ (435,658)
108,676
December 31,
2019

(393,352)

104,400

$
(326,982)


(288,952)

The Company's employee benefit liabilities were as follows:

Short-term compensated absence liabilities (Accrued
expenses)
December 31,
2020
$
24,537
December 31,
2019
23,248

The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitled a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months 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 Labor. With regard to the utilization of the funds, minimum earnings 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 $108,676 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.

(Continued)

~ 271 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • 2) Movements in present value of the defined benefit obligations

The movements in present value of the defined benefit obligations for the Company for the years ended December 31, 2020 and 2019 were as follows:

Defined benefit obligations at January 1
Current service costs and interest cost
Remeasurements of the net defined benefit
liabilities
-Actuarial gain arising from changes in
financial assumptions
-Actuarial gain arising from experience
adjustments
Benefits paid
Defined benefit obligations at December 31
2020
$ 393,352
6,045
42,080
(3,000)
(2,819)
2019

431,883

6,506

(8,969)

(35,249)

(819)

$
435,658


393,352
  • 3) Movements in defined benefit plan assets

The movements in the fair value of the defined benefit plan assets for the Company for the years ended December 31, 2020 and 2019 were as follows:

Fair value of plan assets at January 1
Interest income
Remeasurements of the net defined benefit
liabilities
-Return on plan assets excluding interest
income
Contributions
Benefits paid
Fair value of plan assets at December 31
2020
$ 104,400
2,377
1,801
2,917
(2,819)
2019

97,468

959

3,737

3,055

(819)

$ 108,676



104,400
  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Company for the years ended December 31, 2020 and 2019 were as follows:

Current service costs
Net interest of net liabilities for defined benefit
obligations
2020
$ 1,718
1,950
2019

2,331
3,216
$
3,668
5,547

(Continued)

~ 272 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Operating cost
Operating expenses
2020
$ 3,046
622
2019

4,569

978
$
3,668

5,547
  • 5) Remeasurement of the net defined benefit liability recognized in other comprehensive income

the Company's remeasurement of the net defined benefit liability recognized in other comprehensive income for the years ended December 31, 2020 and 2019 were as follows:

Accumulated amount at January 1
Recognized during the period
Accumulated amount at December 31
2020
$ 104,269
37,279
2019

152,224

(47,955)

$
141,548


104,269
  • 6) Actuarial assumptions

The principal actuarial assumptions for the Company at the reporting date were as follows:

Discount rate
Future salary increases rate
December 31,
2020
0.35%
2.00%
December 31,
2019
1.10%
1.50%

The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date is $2,974 thousand.

The weighted average lifetime of the defined benefit plans is 8.48 years.

  • 7) Sensitivity analysis

As of December 31, 2020 and 2019, if the actuarial assumptions had changed, the impact on the present value of the defined benefit obligations shall be as follows:

December 31, 2020
Discount rate (0.50%)
Future salary increase rate (0.25%)
December 31, 2019
Discount rate (0.50%)
Future salary increase rate (0.25%)
The impact of defined benefit
obligations
Increase
Decrease
$ (17,757)
13,217
9,006
(8,779)
(16,723)
17,853
8,531
(8,301)
Increase
$ (17,757)
9,006
(16,723)
8,531

(Continued)

~ 273 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions 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 pension liabilities in the balance sheets.

There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2020 and 2019.

(ii) Defined contribution plans

The Company allocates 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 allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Bureau of Labor Insurance amounted to $31,251 thousand and $29,489 thousand for the years ended December 31, 2020 and 2019, respectively.

(p) Income taxes

(i) Income tax expenses

The components of income tax of the Company in the years 2020 and 2019 were as follows:

Current tax expense
Current period
Adjustment for prior periods
Deferred tax benefit
Origination and reversal of temporary differences
Income tax expense
2020
$ 946,206
(3,058)
2019

792,224

(24,788)

943,148



767,436

(10,177)



(87,734)

$
932,971


679,702

The amount of income tax expense (benefit) recognized directly in other comprehensive income for the years ended December 31, 2020 and 2019 were as follows:

Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Items that may be reclassified subsequently to profit or
loss:
Exchange differences on translation
2020
$ 7,456
2019

(9,591)

(1,974)



9,921

$
5,482


330

(Continued)

~ 274 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Reconciliation of the Company's income tax expense and net income before tax for 2020 and 2019 was as follows:

Net income before tax
Income tax using the Company's domestic tax rate
Tax- exempt income
Permanent differences
5% income surtax on undistributed earnings
Income tax adjustments for prior periods
Total
2020
$
4,966,275
2019

3,495,000

$ 993,256
(313)
(56,914)
-
(3,058)



699,000

(1,147)

3,038
3,599

(24,788)

$
932,971



679,702
  • (ii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items:

The court adjudged to pay the payment and
related interest expenses
December 31,
2020
$
33,296
December 31,
2019

32,037

  • 2) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2020 and 2019 were as follows:

Deferred tax liabilities:

Balance at January 1, 2020
Recognized in profit or loss
Balance at December 31,
2020
Balance at January 1, 2019
Recognized in profit or loss
Recognized in other
comprehensive income
Balance at December 31,
2019
Foreign
investment
income
cumulative
translation
adjustment

-

-
Total
$ 102,607
(6,964)
102,607
(6,964)

$
95,643


-

95,643

$ 125,353
(22,746)
-


(6,370)

-
6,370


118,983
(22,746)

6,370
$
102,607

-
102,607

(Continued)

~ 275 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Deferred tax assets:

Balance at January 1, 2020
Recognized in profit or loss
Recognized in other
comprehensive income
Balance at December 31, 2020
Balance at January 1, 2019
Recognized in profit or loss
Recognized in other
comprehensive income
Balance at December 31, 2019
Defined benefit
plans
Unrealized
warranty
5,823
533
-
Loss
allowance
exceeded the
limit
12,779
(8,001)
-
Allowance
for
inventory
valuation
8,897
(1,004)
-
Foreign
investment
loss
36,609
7,423
-
Others
62,830
4,262
(1,974)
Total
156,384
3,213
5,482
$ 29,446
-
7,456
$
36,902
6,356 4,778 7,893 44,032 65,118 165,079

$ 39,037
-
(9,591)

5,145
678
-

4,412
8,367
-

9,854
(957)
-

-
36,609
-

26,248
20,291
16,291

84,696
64,988
6,700
$
29,446
5,823 12,779 8,897 36,609 62,830 156,384

(iii) Assessment of tax

The Company's tax returns for the years through 2018 were assessed by the tax authorities.

(q) Capital and other equity

(i) Common Stock

As of December 31, 2020 and 2019, the Company's authorized capital both amounted to $3,000,000 thousand with par value of $10 per share. The Company's issued capital both amounted to $1,905,867 thousand at December 31, 2020 and 2019.

(ii) Capital surplus

The balances of capital surplus were as follows:

Capital surplus - premium from merger
Share premium
Convertible bond premium
Treasury share transactions
Others
December 31,
2020
$ 6,938
49,987
215,672
77,158
18,389
December 31,
2019

6,938

49,987

215,672

77,158

23,806

$
368,144



373,561

According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.

(Continued)

~ 276 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(iii) Retained earnings

According to the Company's Article of Incorporation, if the Company has retained earnings according to its annual accounts, it may, after paying all taxes, and making up all past losses, set aside a 10% legal reserve, and a special reserve, if necessary, pursuant to laws, unless the reserve as allocated has equaled the Company's paid-in capital. The remainder, if any, shall be provided as or reversed from special reserve pursuant to laws. The balance, if any, shall be included into the unappropriated accumulated earnings for prior years and allocated as bonuses and dividends to shareholders based on the motion for allocation of earnings proposed by the Board of Directors, then resolved by a shareholders' meeting.

According to the amendment to Article 19-1 of the Article of Incorporation pursuant to a resolution by a general shareholders' meeting on June 19, 2019. Where the earnings referred in the preceding paragraph are intended to be allocated in cash, the Board of Directors is authorized to allocate the same per special resolution and report it to the shareholders' meeting.

The Company's dividend policy is based on current and future development plans, considering the investment environment, capital needs, domestic and international competition, taking into account the interests of shareholders and other factors, in order to stabilize business development and protect investors' rights and interests. The dividends to shareholders can be in the form of cash dividend and/or stock dividend; also, the cash dividend is not less than 25% of the total dividend.

  • 1) Legal reserve

When a company incurs no loss, it may, pursuant to a resolution to a resolution by the shareholders' meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

  • 2) Earnings distribution

For the appropriations of earnings for 2019 and 2018, the amounts of cash dividends to be distributed were $13 and $10 per share in 2020 and 2019, respectively. The related information would be available at the Market Observation Post System website.

  • (iv) Other equity, net of tax
Balance at January 1, 2020
Exchange differences on foreign operations
Unrealized gains (losses) from financial assets
measured at fair value through other comprehensive
income
Balance at December 31, 2020
Balance at January 1, 2019
Exchange differences on foreign operations
Unrealized gains (losses) from financial assets
measured at fair value through other comprehensive
income
Balance at December 31, 2019
Exchange differences on
translation of foreign
operations
$ (111,603)
8,951
-
Unrealized gains (losses)
on financial assets
measured at fair value
through other
comprehensive income
1,043,567
-
(93,061)
Total
931,964
8,951
(93,061)
$
(102,652)

950,506

847,854

$ (63,488)
(48,115)
-

628,749
-
414,818

565,261
(48,115)
414,818
$
(111,603)

1,043,567

931,964

(Continued)

~ 277 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(r) Earnings per share

The calculation of basic earnings per share and diluted earnings per share for the years ended December 31, 2020 and 2019 were as follows:

(i) Basic earnings per share

Net income attributable to ordinary shareholders of the
Company
Weighted average number of ordinary shares
Basic earnings per share (in NT dollars)
ii)
Diluted earnings per share
Net income attributable to ordinary shareholders of the
Company (diluted)
Weighted average number of ordinary shares (basic)
Effect of potentially dilutive ordinary shares:
Effect of employee bonuses
Weighted average number of ordinary shares (diluted)
Diluted earnings per share (in NT dollars)
(s)
Revenue from contracts with customers
(i)
Disaggregation of revenue
Major products/services lines:
Integrated engineering service
Service and design
Sales
Type of contract:
Fixed price contract
Material-based contract
2020
$
4,033,304
2019
2,815,298

190,587

190,587

$
21.16

14.77
2020
$
4,033,304
2019
2,815,298

190,587
3,074


190,587
2,612
193,661 193,199

$
20.83

14.57
2020
$ 33,669,389
82,234
118,825
2019

19,039,765

312,116

81,928

$
33,870,448



19,433,809

$ 33,751,623
118,825



19,351,881

81,928

$
33,870,448



19,433,809

(Continued)

~ 278 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(ii) Contract balances

Contract balances
Accounts receivable
Less: allowance for impairment
Total
Contract assets-Construction in
Progress
Contract liabilities-Construction in
Progress
December 31,
2020
$ 6,286,876
86,814
December 31,
2019

3,541,596

87,181
January 1, 2019

2,907,583

51,007

$
6,200,062



3,454,415



2,856,576

$
1,260,739



880,164



1,002,722

$
6,101,840



5,568,691



5,894,776


For details on accounts receivable and allowance for impairment, please refer to note 6 (c).

The amount of revenue recognized for the years ended December 31, 2020 and 2019 that was included in the contract liabilities balance at the beginning of the period were $0 thousand and $23 thousand, respectively.

The major change in the balance of contract assets and contract liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received. Other significant changes during the period were as follows:

Stage of completion measurement
Contract modification
2020 2020 2019
Contract
assets
Contract
liabilities
-
-
2019
Contract
assets
Contract
liabilities
-
-
Contract
assets
$
-
Contract
liabilities
Contract
assets
-
-
$
(18,173)

871,605
(8,597)
283,392

(t) Employee compensation and directors' remuneration

In accordance with the articles of incorporation the Company should contribute 6% to 10% of the profit as employee compensation and less than 2% as directors' remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The recipients of shares and cash may include the employees of the Company's controlled or affiliated companies who meet certain conditions.

For the years ended December 31, 2020 and 2019, the Company estimated its employee remuneration amounting to $524,000 thousand and $390,000 thousand, and directors' remuneration amounting to $47,000 thousand and $33,000 thousand, respectively. The estimated amounts mentioned above are based on the net profit before tax, excluding the remuneration to employees and directors of each period, multiplied by the percentage of remuneration to employees and directors as specified in the Company's articles. These remunerations were expensed under expenses during 2020 and 2019. Related information would be available at the Market Observation Post System website. The amounts, as stated in 2019 financial statements, are identical to those of the actual distributions in 2020 shareholders' meeting.

(Continued)

~ 279 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • (u) Non-operating income and expenses

(i) Interest income

The details of the Company's interest income were as follows:

Interest income from bank deposits 2020
$
72,944
2019

142,044

(ii) Other income

The details of the Company's other income were as follows:

2020
Rental income
$ 4,690
Dividend income
43,697
Other income-other
Income from sale of scraps
6,158
Others
1,457
Subtotal
7,615
Total
$
56,002
iii)
Other gains and losses
The details of the Company's other gains and losses were as follows:
2020
$ 4,690
2019

4,694

43,697



93,980

6,158
1,457



12,559

44,358

7,615



56,917

$
56,002



155,591

2020
Gains on disposal of property, plant and equipment
$ 2,755
Foreign exchange losses
(63,135)
Gains on financial assets at fair value through profit or
loss
285,777
Other gains and losses
(40)
Total
$
225,357
iv)
Interest expense
The details of the Company's interest expense were as follows:
2020
Interest expense - Denstsu Engineering
$ 6,298
Others
405
Total
$
6,703
2020
$ 2,755
(63,135)
285,777
(40)
2019

1,643

(106,283)

52,933

(28)

$
225,357



(51,735)


2019
6,298

280
$
6,703

6,578

(Continued)

~ 280 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(v) Financial instruments

(i) Credit risk

  • 1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk. As of December 31, 2020 and 2019, the amounts of the maximum exposure to credit risk were $16,217,748 thousand and $12,264,397 thousand, respectively.

The Company assesses the financial condition of its customers continuously to reduce the credit risk of accounts receivable and requires its customers to provide guarantees and collateral if it is necessary. The Company monitors and reviews the recoverable amount of the accounts receivable to ensure the uncollectible amount are recognized appropriately as impairment loss. Therefore, the expected credit losses are in the expectation of the Company.

  • 2) Concentration of credit risk

When the transaction of financial instruments is concentrated in a single industry or region, the ability to oblige the contract would be impacted by similar factors, thereby causing concentration of credit risk. As of December 31, 2020 and 2019, notes and accounts receivable concentrated on few counter-parties were as follows:


receivable concentrated on few

counter-parties were as follows:

counter-parties were as follows:
Name of client December 31, 2020
12.96
85.42
Carrying
amount
$ 804,430
5,300,959
the maximum
exposure to
credit risk
804,430
5,300,959
Taiwan Semiconductor
Manufacturing Co., Ltd.
Micron Memory Taiwan Co.,
Ltd.
Total
Name of client

$
6,105,389

6,105,389
98.38


December 31, 2019

29.49
58.98
7.50
Carrying
amount
$ 1,019,088
2,038,590
259,165
the maximum
exposure to
credit risk
1,019,088
2,038,590
259,165
Taiwan Semiconductor
Manufacturing Co., Ltd.
Micron Memory Taiwan Co.,
Ltd.
Micron Technology Taiwan
Co., Ltd.
Total

$
3,316,843

3,316,843
95.97

(Continued)

~ 281 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:

December 31, 2020
Non-derivative financial
liabilities
Notes payable
Accounts payable
Accrued expenses
Lease liabilities
Guarantee deposits received
December 31, 2019
Non-derivative financial
liabilities
Notes payable
Accounts payable
Accrued expenses
Lease liabilities
Guarantee deposits received
Carrying
amount
Contractual
cash flows
Within
6 months
6-12 months 1-2years 2-5 years More than
5 years
-

43,487
-

-

-
$ 66,852
5,740,780
872,211
19,772
6,663

66,852

5,740,780

872,211

20,082

6,663

66,852

4,359,932

872,211

8,135

2,536

-

7,053

-

3,946

2,144
-

41,652
-

5,004

1,689
-

1,288,656
-

2,997

294

$
6,706,278



6,706,588



5,309,666



13,143



48,345


1,291,947

43,487

$ 14,149
3,924,506
2,433
19,285
2,143



14,149

3,924,506

2,433

19,533

2,143



14,149

2,673,663

2,433

6,292

-



-

37,491

-

6,276
1,217


-

68,105
-

6,965

632


-

1,039,428
-

-

294


-

105,819
-
-

-

$
3,962,516



3,962,764


2,696,537


44,984


75,702

1,039,722

105,819

The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

(iii) Currency risk

  • 1) Exposure to foreign currency risk

The Company's significant exposure to foreign currency risk were as follows:

Financial assets
Monetary items
USD
CNY
SGD
Non-monetary items
Financial assets
measured at fair
value through other
comprehensive
income
Finance liabilities
Monetary items
USD
EUR
JPY
CNY
SGD
December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2019
Foreign
currency
Exchange
rate
(dollars)
TWD

83,049
29.98
2,489,809

338,624
4.31
1,457,776

65
22.28
1,448

476,604
4.31
2,051,779

14,212
29.98
426,076

327
33.59
10,984

416
0.28
115

3,365
4.31
14,486

339
22.28
7,553
December 31, 2019
Foreign
currency
Exchange
rate
(dollars)
TWD

83,049
29.98
2,489,809

338,624
4.31
1,457,776

65
22.28
1,448

476,604
4.31
2,051,779

14,212
29.98
426,076

327
33.59
10,984

416
0.28
115

3,365
4.31
14,486

339
22.28
7,553
Foreign
currency
Exchange
rate
(dollars)

28.48

4.38

21.56

4.38

28.48

35.02

0.28

4.38

21.56
TWD Foreign
currency
Exchange
rate
(dollars)

29.98

4.31

22.28

4.31

29.98

33.59

0.28

4.31

22.28

$ 57,139
423,577
65
447,503
14,790
1,625
8,375
917
339
1,627,319
1,853,997
1,401
1,958,718
421,219
56,908
2,312
4,014
7,309


83,049

338,624

65

476,604

14,212

327

416

3,365

339

(Continued)

~ 282 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • 2) Sensitivity analysis

The Company's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, other receivables, financial assets at fair value through other comprehensive income, accounts payable and other payables that are denominated in foreign currency. A (weakening) strengthening of 1% of the NTD against the USD, EUR, CNY, SGD and JPY, the Company's net income before tax would have increased (decreased) by $23,928 thousand and $27,919 thousand, and other comprehensive income would have increased (decreased) by $15,670 thousand and $16,414 thousand, for the years ended December 31, 2020 and 2019, respectively. The analysis was performed on the same basis for both periods.

  • 3) Foreign exchange gain and loss on monetary items

Since the Company 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, 2020 and 2019, foreign exchange loss (including realized and unrealized portions) amounted to $63,135 thousand and $106,283 thousand, respectively.

  • (iv) Interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Company's financial assets and liabilities.

If the interest rate had increased/decreased by 0.25%, the Company's net income would have increased/decreased by $20,002 thousand and $17,599 thousand for the years ended December 31, 2020 and 2019, respectively, with all other variable factors remaining constant.

  • (v) Fair value of financial instruments

  • 1) Fair value hierarchy

To provide disclosure information, the Company classifies the measurement of fair value based on fair value hierarchy which reflects the significance of the inputs during the measurement. The Company categorizes fair value into the following levels:

  • a) Level 1

Level 1 inputs are quoted prices in active markets for identical financial instruments. An active market is a market in which all the following conditions exist:

  • i) The items traded within the market are homogeneous.

  • ii) Willing buyers and sellers can normally be found at any time.

  • iii) Prices are available to the public.

(Continued)

~ 283 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • b) Level 2

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

  • c) Level 3

Level 3 inputs are valuation parameters which are not based on the information available in the market or the quoted price from the counter party. For example, historical volatility used in option pricing models is an unobservable input since it cannot represent the expected value of future volatility of the entire market participants.

The fair value of financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income is measured on a recurring basis. The carrying amount and fair value of the Company's financial assets and liabilities, including the information on fair value hierarchy were as follows; however, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, disclosure of fair value information is not required:

Financial assets at fair
value through profit or
loss
Designated at fair value
through profit or loss
Financial assets at fair
value through other
comprehensive income
Unquoted equity
instrument measured
at fair value
Total
December 31, 2020 December 31, 2020 December 31, 2020
Carrying
amount
$ 506,695
1,958,718
$ 2,465,413
Fair value Total

506,695


1,958,718


2,465,413
Level 1

421,880

-

421,880
Level 2

78,010
-

78,010
Level 3

6,805
1,958,718

1,965,523

(Continued)

~ 284 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Financial assets at fair
value through profit or
loss
Designated at fair value
through profit or loss
Financial assets at fair
value through other
comprehensive income
Unquoted equity
instrument measured
at fair value
Total
December 31, 2019 December 31, 2019 December 31, 2019 Total

220,526


2,051,779


2,272,305
Carrying
amount
$ 220,526
2,051,779
$ 2,272,305
Fair value
Level 1

34,346

-

34,346
Level 2

179,833
-

179,833
Level 3

6,347
2,051,779

2,058,126
  • 2) Transfer between Level 1 and Level 2

There were no transfers from Level 1 to Level 2 for the years ended December 31, 2020 and 2019.

  • 3) Reconciliation of Level 3 fair values
Balance at January 1, 2020
Total gains and losses
In profit or loss
In other comprehensive
income
Balance at December 31, 2020
Balance at January 1, 2019
Total gains and losses
In profit or loss
In other comprehensive
income
Balance at December 31, 2019
Fair value
through profit or
loss
Total

2,058,126
458
(93,061)
Designated at
fair value
through profit or
loss
$
6,805
1,958,718
1,965,523


$ 7,879
1,636,961
(1,532)
-
-
414,818


1,644,840
(1,532)
414,818
$
6,347
2,051,779
2,058,126

Total gains and losses were recognized in "other gains and losses" and "unrealized gains and losses from financial assets at fair value through other comprehensive income".

(Continued)

~ 285 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • 4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Company's financial instruments that use Level 3 inputs to measure fair value include - "financial assets measured at fair value through profit or loss equity investments" and - "financial assets measured at fair value through other comprehensive income equity investments".

The equity investments which are lack of active market and categorized into Level 3 have numerous significant unobservable inputs. The significant unobservable inputs of equity investments without active market are independent between each other. Hence, there is no correlation between each significant unobservable input.

Quantified information of significant unobservable inputs was as follows:

Item
Financial assets at
fair value through
profit or loss-
equity
investments
without an active
market
Financial assets at
fair value through
profit or loss-
equity
investments
without an active
market
Financial assets at
fair value through
other
comprehensive
income-equity
investments
without an active
market
Valuation
technique
Comparable
Company
Net asset value
method
Comparable
Company
Significant
unobservable inputs
‧ Price Book Ratio
(December 31, 2019
was 1.53) (Note)
‧ Discount for lack of
marketability
( December 31, 2019
was 22.20%) (Note)
‧ Discount for lack of
marketability
( December 31, 2019
was 17.5%) (Note)
‧ Discount for control
( December 31, 2019
was 22.48%) (Note)
‧ Price Book Ratio
(December 31, 2020
and December 31,
2019 were 0.87 and
1.00)
‧ Discount for lack of
marketability
(December 31, 2020
and December 31,
2019 were 28.82%
and 23.07%)
Inter-relationship
between significant
unobservable inputs
and fair value
measurement
‧ The higher the
ratio, the higher
the fair value
‧ The higher the
discount, the
lower the fair
value
‧ The higher the
discount, the
lower the fair
value
‧ The higher the
controlling
discount, the
lower the fair
value
‧ The higher the
ratio, the higher
the fair value
‧ The higher the
discount, the
lower the fair
value

(Continued)

~ 286 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • Note: As of December 31, 2020, the investees had been dissolved or were expected to be liquidated, therefore, the fair value, without the application of parameters, was based on the liquidation value.

  • 5) Fair value measurement in Level 3 sensitivity analysis of reasonably possible alternative assumptions

While under different models or using different parameters may lead to different results, fair value measurement for financial instruments is reasonable.

The following tables shows the valuation impacts changes in input parameters on Level 3 financial instruments:

December 31, 2020
Financial assets at fair value through profit or loss
Equity investments without an active market
Equity investments without an active market
Equity investments without an active market
Financial assets at fair value through other
comprehensive income
Equity investments without an active market
Equity investments without an active market
December 31, 2019
Financial assets at fair value through profit or loss
Equity investments without an active market
Equity investments without an active market
Equity investments without an active market
Financial assets at fair value through other
comprehensive income
Equity investments without an active market
Equity investments without an active market
Input Assumptions Fair Value through Profit and
Loss
Fair Value through Profit and
Loss
Fair value through other
comprehensive income
Fair value through other
comprehensive income
Favourable Unfavourable Favourable Unfavourable
Discount for
lack of
marketability
Discount for
control
Price Book
Ratio
Discount for
lack of
marketability
Price Book
Ratio
Discount for
lack of
marketability
Discount for
control
Price Book
Ratio
Discount for
lack of
marketability
Price Book
Ratio
10%
10%
10%
10%
10%
10%
10%
10%
10%
10%
(Note)
(Note)
(Note)
-
-
102
82
352
-
-
(Note)
(Note)
(Note)
-
-

(102)

(82)

(352)
-
-
-
-
-
79,306
195,872

-

-

-
62,173
207,323
-
-
-

(79,306)

(195,872)
-
-
-

(62,173)

(207,323)

Note: As of December 31, 2020, the investees had been dissolved or were expected to be liquidated, therefore, the fair value, without the application of parameters, was based on the liquidation value.

  • 6) Financial instruments not measured at fair value

a) Fair value information

The Company's financial instruments not measured at fair value include cash and cash equivalents, notes and accounts receivable, other receivables, guarantee deposits paid, notes and accounts payable, other payables, guarantee deposits received and part of other financial assets, whose carrying amount is reasonably close to the fair value, disclosure of fair value information is not required.

(Continued)

~ 287 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • b) Valuation techniques

The Company's valuation methods and assumptions used for financial instruments not measured at fair value are as follows:

Since the maturity date is close and the future receipt and reimbursement price is similar to the book value, the fair value of cash and cash equivalents, notes and accounts receivable, other receivables, notes and accounts payable and other payables were measured at book value at the reporting date.

  • (w) Financial risk management

  • (i) Overview

The Company has exposures to the following risks from its financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

The following likewise discusses the Company's objectives, policies and processes for measuring and managing the above mentioned risks.

  • (ii) Structure of risk management

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.

  • (iii) Credit risk

  • 1) Notes and accounts receivable

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. The Company is required to conduct management and credit risk analysis for each of its new customers before the terms and conditions of the contract and delivery are set in accordance with the internal credit policy. The internal risk control system assesses the credit quality of customers by considering their financial status, past experiences and other factors. The main credit risk derives from cash and cash equivalents, deposits in banks and in financial institutions. Furthermore, credit risk may derive from customers, including unreceived receivables and committed transaction.

  • 2) Guarantees

The Company's policy is to provide financial guarantees only to wholly owned subsidiaries. As of December 31, 2020 and 2019, no other guarantees were outstanding.

(Continued)

~ 288 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • (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 manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Company's management supervises the banking facilities and ensures compliance with the terms of loan agreements.

As of December 31, 2020 and 2019, the Company's unused credit line were amounted to $5,969,555 thousand and $1,058,891 thousand, respectively.

(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, and optimizing the return.

1) Currency risk

The Company is a multinational institution and therefore exposes to currency risk deriving from many different currencies, mainly from USD and RMB. The relevant currency risk stems from future commercial transactions, recognized assets and liabilities, and net investments in foreign operating agencies.

2) Interest rate risk

The short-term loans of the Company are debts with floating interest rates. Therefore, changes in market interest rates will lead to changes in the interest rate of short-term loans, resulting in fluctuations of future cash flows.

  • 3) Other market price risk

The Company is exposed to equity price risk due to the investments in equity securities. This is a strategic investment and is not held for trading. The Company does not actively trade in these investments as the management of the Company minimizes the risk by holding different investment portfolios.

(x) Capital management

The Company's objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.

(Continued)

~ 289 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

The Company's strategy for managing the capital structure is to lay out the plan of product development and expand the market share considering the growth and the magnitude of industry and further developing an integral plan founded on the required capacity, capital outlay, and magnitude of assets in long-term development. Ultimately, considering the risk factors such as the fluctuation of the industry cycle and the life cycle of products, the Company determines the optimal capital structure by estimating the profitability of products, operating profit ratio, and cash flow based on the competitiveness of products. The management of the Company periodically examines the capital structure and contemplates on the potential costs and risks involved while exerting different financial tools. In general, the Company implements prudent strategy of risk management.

Total liabilities
Less: cash and cash equivalents
Net debt
Total equity
Debt-to-capital ratio
December 31,
2020
$ 13,967,807
6,506,029
December 31,
2020
$ 13,967,807
6,506,029
December 31,
2019
11,283,731
4,349,076

$
7,461,778

6,934,655

$
10,004,054

8,567,466

74.59%

80.94%

(y) Cash flows information on acquisition of property, plant and equipment

The supplementary information on acquisition of property, plant and equipment of the Company were as follows:

Increase in property, plant and equipment
Cash payments
2020
$ 7,965
2019
4,024

$
7,965

4,024

(7) Related-party transactions

(a) Parent company and ultimate controlling company

United Integrated Services Co., Ltd. is both the Company and the ultimate controlling party of its subsidiaries.

(b) Names and relationship with related parties

The followings are entities that have had transactions with related party and the Company's subsidiaries during the periods covered in the financial statements.

Name of related party
Hanxuan Energy Co.,Ltd
Hunter Energy Co.,Ltd.
UNITED INTEGRATED SERVICES
(USA) CORP.
United Integrated Services BVI
Jiangxi United Integrated Services Ltd.
United Integrated Services Pte Ltd.
Su Yuan (Shanghai) Trading Ltd.
Relationship with the Company
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary

(Continued)

~ 290 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Suzhou Han Tai System Integrated Ltd. Subsidiary Beijing Han He Tang Medical Instrument Subsidiary Ltd. Wholetech System Hitech Limited Investee accounted for using equity method Ablerex Electronics Co., Ltd. Investee accounted for using equity method JG Environmental Technology Co., Ltd. Investee accounted for using equity method Eco Energy Corporation Investee accounted for using equity method UniMEMS Manufacturing Co., Ltd. Related party AIRREX Co., Ltd. Related party FU-KUO ENGINEERING CO., Ltd. Related party Huayuan Engineering Co., Ltd. Related party Dentsu Engineering Co., Ltd. Related party Yun Hao Motor Technician Office Related party Sheng Yang Integration Co., Ltd. Related party All directors, supervisors, general managers Key management personnel and deputy general managers

  • (c) Significant transactions with related parties

  • (i) Operating revenue

The amounts of significant sales by the Company to related parties were as follows:

Subsidiaries
Other related parties
2020
$ 202,795
12
2019

160,949

44
$
202,807

160,993

There is no significant difference between the credit terms of the Company and of the same businesses.

  • (ii) Construction cost

The amounts of purchases by the Company from related parties were as follows:

Subsidiaries
Associates
Other related parties
2020
$ -
294,871
159,403
2019
579

116,539

130,286

$
454,274



247,404

There is no significant difference between the payment terms of the Company and of the same businesses.

(Continued)

~ 291 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(iii) Receivables from Related Parties

The receivables from related parties were as follows:

Account
Accounts receivable

Other accounts receivable

Dividends receivable

Long-term receivables-related
party (Principal)
Long-term receivables-related
party (Interest)
Relationship
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
Subsidiaries
December 31,
2020
$ 3,289
93
-
130,019
72,748
December 31,
2019

46,149

-
358,091

134,919
68,957
$
206,149

608,116

(iv) Payables to Related Parties

The payables to related parties were as follows:

Account
Notes payable

Accounts payable

Accounts payable

Accounts payable

Other payables
Relationship
Other related parties
Subsidiaries
Associates
Other related parties
Other related
parties -Dentsu
Engineering
December 31,
2020
$ 5,983
25,756
182,412
43,612
166,481
December 31,
2019

-

27,232

20,450

68,159

160,183

$
424,244



276,024

Other payables mentioned above included package fee disbursements, salaries and interests, etc. Please refer note 12 (c) for further information.

(Continued)

~ 292 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(v) Leases

(vi)
(vii)
(viii)
Name of
related party
Object
Subsidiaries
5F, No. 3, Ln. 7,
Baogao Rd., Xindian
Dist., New Taipei
City 231, Taiwan
(R.O.C.)
Subsidiaries
6F, No. 297, Sec. 6,
Roosevelt Rd.,
Wenshan Dist.,
Taipei City 116052,
Taiwan (R.O.C.)
Associates
1F., No.1、3, Ln. 7,
Baogao Rd., Xindian
Dist., New Taipei
City 231, Taiwan
(R.O.C.)
Associates
Parking Space
Other related
parties
No.18, Aly. 2, Ln. 261,
Xinghua Rd.,
Shanhua Dist.,
Tainan City 741,
Taiwan (R.O.C.)
Other income
Other related parties
Interest income
Subsidiaries
Finance costs
Other related party-Dentsu Engineering
Object Lease term
2020.09.01~
2021.08.31
2020.06.01~
2021.05.31
2020.01.01~
2021.05.31
2020.01.01~
2021.05.31
2017.08.01~
2020.04.30
Rental income
2020
2019
$ 8
-
13
-
4,464
4,392
72
72
97
194
$
4,654
4,658
Rental income
2020
2019
$ 8
-
13
-
4,464
4,392
72
72
97
194
$
4,654
4,658
2020
$ 8
13
4,464
72
97
$
4,654

2020
$
61


2019

-
2020
$
2,637
2019

4,142

2020
$
6,298


2019

6,298

(Continued)

~ 293 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(ix) Property transactions

The disposals of property, plant and equipment to related parties were summarized as follows:

Relationship 2020
Disposal
price
Gain (loss)
from
disposal
$
-
-
2019
Disposal
price
Gain (loss)
from
disposal
2,420
2,411
Disposal
price
$
-
Disposal
price
2,420
Associates
  • (d) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
2020
$ 199,944
1,401
2019

155,112

1,373

$
201,345



156,485

(8) Pledged assets

The carrying values of pledged assets were as follows:

Pledged assets
Restricted assets (other non-
current assets)
Object
Engineering performance bond
December 31,
2020
$
850
December 31,
2019
1,013

(9) Commitments and contingencies

  • (a) As of December 31, 2020 and 2019, except for the disclosures of Note 7, the Company's commitments and contingencies were as follows:

  • (i) As of December 31, 2020 and 2019, guaranteed notes received from construction contractors for performance guarantees or maintenance guarantees amounted to $12,006,460 thousand and $1,489,820 thousand, respectively.

  • (ii) As of December 31, 2020 and 2019, guaranteed notes issued to construction contractors for performance guarantees or maintenance guarantees amounted to $16,829 thousand and $143,010 thousand, respectively.

  • (iii) As of December 31, 2020 and 2019, guaranteed notes issued for bank loans and letters of credits amounted to $2,000,000 thousand and $400,000 thousand, respectively.

  • (iv) As of December 31, 2020 and 2019, guaranteed letters offered by banks for contract performance guarantees amounted to $35,615 thousand and $8,000 thousand, respectively.

(Continued)

~ 294 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • (v) As of December 31, 2020 and 2019, the total contract price of contracted construction projects amounted to $101,292,295 thousand and $97,052,931 thousand, respectively, and the contract payments received by the Company amounted to $58,305,585 thousand and $42,110,429 thousand, respectively.

  • (vi) As of December 31, 2020 and 2019, the total subcontract price of subcontracted construction projects amounted to $5,335,969 thousand and $3,860,270 thousand, respectively, and the contract payment paid by the Company amounted to $3,636,878 thousand and $2,935,561 thousand, respectively.

  • (vii) As of December 31, 2020 and 2019, the outstanding letters of credits issued by the Company for purchasing equipment amounted to $196,240 thousand and $100,011 thousand, respectively.

  • (viii) As of December 31, 2020 and 2019, guaranteed notes received from lessees for rental of buildings both mounted to $1,073 thousand.

  • (b) Significant contracts

In the Board of Directors meeting on June 12, 2020, the company decided to enter into a real estate purchase agreement to be used as its headquarters. The total value of the contract including tax was $516,950 thousand, as of December 31, 2020, the remaining unpaid balance was $416,140 thousand.

  • (c) Significant liabilities

Among the construction contracts entered by the Company, 166 of them have not been completed. As of December 31, 2020, the following table presents the main contracts (including contracts with total prices over 100 million) of the Company:

Proprietor Date of
project
Description Warranty
service
period

Restrictions
Note
InfoVision Optoelectronics
(Kunshan) Co., Ltd
2007/12/01-200
9/12/31
Longteng Optoelectronics
110K Expansion Main System
Engineering
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2012/5/14-2013/
7/31
TSMC F6 BUMPPING
engineering
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2012/5/25-2013/
10/31
F12 P6 CCD
EXPANSION-EDC2 F12 P4
SITE
One year Delay penalty:one
thousandth of total
contract price per day
Note
United Integrated Services Pte
Ltd.
2014/6/23-2014/
12/31
AUO(SG) L4B POWER
MTM project
One year Delay penalty:one
thousandth of total
contract price per day

(Continued)

~ 295 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Proprietor Date of
project
Description Warranty
service
period

Restrictions
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2016/3/1-2017/1
2/31
TSMC F15 P5 MEP
PACKAGE(STAGE 1)(UPS)
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2016/10/1-2017/
12/31
TSMC F15 P6 CR SCADTEM
addition engineering

One year
Delay penalty:one
thousandth of total
contract price per day
Note
United Integrated Services Pte
Ltd.
2017/10/31-201
8/12/31
SSMC Expansion project One year Delay penalty:one
thousandth of total
contract price per day
Note
systems on silicon
manufacturing company
Pte.Ltd.
2018/2/12-2018/
6/30
new construction of SSMC
factory equipment
procurement
One year Delay penalty:one
thousandth of total
contract price per day
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/4/13-2018/
12/31
TSMC F15P7 C/R PROJECT
A
One year Delay penalty:one
thousandth of total
contract price per day
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/4/30-2019/
2/28
TSMC F18 P1 MEP-A
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/4/30-2019/
2/28
TSMC F18 P1 MEP-B
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/4/30-2019/
2/28
TSMC F18 P1 FIRE
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/5/3-2019/4
/30
TSMC F18 P1 C/R One year Delay penalty:one
thousandth of total
contract price per day
Note
Yangtze River Storage
Technology
2018/6/4-2018/9
/30
Yangtze River Storage
National Storage Base (Phase
I) Industrial equipment
pipeline of Import equipment
One year Delay penalty:one
thousandth of total
contract price per day
MICRON MEMORY
TAIWAN CO., Ltd.
2018/7/4-2018/1
2/31
Build up for MTB warehouse One year Delay penalty:one
thousandth of total
contract price per day
MICRON MEMORY
TAIWAN CO., Ltd.
2018/7/17-2019/
07/31
A2 E100 expansion project One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/7/27-2018/
12/31
TSMCF18P1 EBO One year Delay penalty:one
thousandth of total
contract price per day

(Continued)

~ 296 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Proprietor Date of
project
Description Warranty
service
period

Restrictions
Note
KOPIN TAIWAN
CORPATION
2018/8/24-2019/
3/31
New construction of
TURNKEY
One year Delay penalty:one
thousandth of total
contract price per day
Note
AU Optronics Corporation 2018/12/4-2019/
5/31
L3DIJP Project One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/12/15-201
9/12/31
TSMC F18 P2 MEP-A
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/12/15-201
9/12/31
TSMC F18 P2 MEP-B
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/12/15-201
9/12/31
TSMC F18 P2 FIRE
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/12/15-201
9/12/31
TSMC F18 P2 PCW
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2018/12/20-201
9/12/31
TSMC F18 P2 C/R
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
Advanced. Wireless
Semiconductor Company
2019/02/11-202
0/12/31
New construction of Hongjie
Phase II plane construction
factory
(A,B,C,D,E,FBuilding) -Mech
anical andelectrical
contractingengineering
One year Delay penalty:one
thousandth of total
contract price per day
Note
MICRON MEMORY
TAIWAN CO., Ltd.
2019/03/04-202
1/12/31
New construction of MICRON
factory project design

One year
Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2019/7/4-2020/1
2/31
TSMC F15P7 C/R Project B One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2019/7/18-2020/
12/31
TSMC F15 P7 MEP
PACKAGE B
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2019/10/21-202
0/12/31
TSMC F18 P3 MEP A
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note

(Continued)

~ 297 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Proprietor Date of
project
Description Warranty
service
period

Restrictions
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2019/10/21-202
0/12/31
TSMC F18 P3 MEP B
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2019/10/21-202
0/12/31
TSMC F18 P3 FIRE
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2019/11/13-202
0/12/31
TSMC F18 P3 C/R One year Delay penalty:one
thousandth of total
contract price per day
Note
Yangtze River Storage
Technology
2020/1/3-2020/1
0/15
Yangtze River Storage (Phase
I) second stage project of
pipeline purchase and
installation in section
B- imported equipment
One year Delay penalty:one
thousandth of total
contract price per day
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/1/10-2020/
12/31
TSMC F18 P3 EBO CR
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Advanced. Wireless
Semiconductor Company
2020/4/20-2021/
6/30
New construction of Hongjie
clean rooms systems install
One year Delay penalty:one
thousandth of total
contract price per day
Note
MICRON MEMORY
TAIWAN CO., Ltd.
2020/4/15-2021/
3/31
f16 tool install service
po-Gas/NG/BA
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/6/15-2022/
6/14
TSMC F18 P4 MEP
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/6/1-2021/1
0/31
TSMC F18 P4 CLEAN
ROOM PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
Hanxuan Energy Co.,Ltd 2020/9/22-2022/
9/1
Hanxuan Energy Co.,
LTD. - Build the
10MWPhotovoltaic Power
Generating Systems
One year Delay penalty:one
thousandth of total
contract price per day
Note
Hunter Energy Co.,Ltd. 2020/9/22-2022/
9/1
Hunter Energy Co.,
LTD.- Build the
10MWPhotovoltaic Power
Generating Systems
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/10/20-202
1/12/31
TSMC F18 P4 CLEAN
ROOM PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note

(Continued)

~ 298 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Proprietor Date of
project
Description Warranty
service
period

Restrictions
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/11/1-2021/
12/31
TSMC RDR1 C/R One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/11/11-202
1/12/31

TSMC F18 P5 CLEAN
ROOM PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
TAIWAN
SEMICONDUCTOR
MANUFACTURING
COMPANY LIMITED
2020/11/1-2021/
12/31

TSMC F18 P5 MEP
PACKAGE
One year Delay penalty:one
thousandth of total
contract price per day
Note
Hanxuan Energy Co.,Ltd 2020/12/15-202
2/09/01



Hanxuan Energy Co.,
LTD. - Build the 52MW Solar
Power Plant On Huatan
Township, Changhua County

One year
Delay penalty:one
thousandth of total
contract price per day
Note
  • Note : The contract is unable to settle for the final acceptance is not completed by the owners. Hence, the Company does not have further responsibility and penalty. The additional project has not been completed, but the date of projects is same as the period of main contract.

(10) Losses Due to Major Disasters: None.

(11) Subsequent Events

In the Board of Director meeting on January 28, 2021, the Company decided to increase the capital of its subsidiary, Hanxuan Energy Co., Ltd, amounting to $350,000 thousand, then increasing its ownership to $500,000 thousand.

(12) Other

  • (a) A summary of current-period employee benefits, depreciation and amortization, by function, was as follows:

follows:
By function
By nature
2020 2019
Operating
costs
Operating
expenses
Total Operating
costs
Operating
expenses
Total
Employee benefits
Salary 553,874
724,624

1,278,498

521,575

585,083

1,106,658
Labor and health insurance
26,507

37,205

63,712

27,100

31,309

58,409
Pension 14,528
20,391

34,919

16,256

18,780

35,036
Remuneration of directors - 52,790
52,790

-
38,676
38,676
Others 14,283
19,881

34,164

9,165

10,388

19,553
Depreciation 14,488
10,997

25,485

6,933

11,752

18,685
Amortization 455
583

1,038

478

487

965

(Continued)

~ 299 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

For the years ended December 31, 2020 and 2019, the additional information on number of employees and employee benefits was as follows:


and employee benefits was as follows:
Number of employees
Non-employee directors
Average employee benefits
Average employee salary
Adjustments of average employee salary
Remuneration of supervisors
2020
810
2019

771
5
4
$
1,753

1,590

$
1,588



1,443

10.05%
$
-

10.05%


-

The Company's remuneration policy, including directors, managers and employees, were as follow:

(i) Remuneration of employees:

In accordance with the Article of Incorporation.

(ii) Remuneration of directors:

The independent directors of the Company are entitled a monthly business execution fee since the following month of the inauguration date. The other directors of the Company are only entitled to the remuneration in accordance with the Article of Incorporation when there is a surplus generated at the end of the Company's fiscal year. The annual remuneration amount to each independent director shall exclude the monthly business execution fee collected.

The annual remuneration of directors is determined according to the Company's Article of Incorporation, and the Remuneration Committee suggests an amount for the Board of Directors to resolve, then the Board of Directors proposes in the shareholders meeting for approval. The appropriation of remuneration to the directors is reviewed by the Remuneration Committee and is approved by the Board of Directors before distribution.

  • (iii) Remuneration of president and vice president:

The Company's managers receive bonuses based on the annual performance evaluation. If there is surplus generated, the surplus should be distributed to employees based on the performance evaluation performed by the Company.

The salary proposal is drafted up according to the Rules Governing Employee Salaries and then presented to the Remuneration Committee for review and to the Board of Directors for approval. The annual performance bonus and employee remuneration should be proposed to the Remuneration Committee for review, and to the Board of Directors for approval in accordance with the annual performance evaluation results and related payment methods.

Salary is determined and paid according to the Company's Rules Governing Salary Determination; also, by referring to the business performance and profitability of each business unit. The Remuneration Committee regularly reviews the reasonableness of the salary.

(Continued)

~ 300 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(b) Certain directors of the Company were sentenced of violating the Securities and Exchange Act by the Taiwan High Court (the “High Court”). With respect to the main content of the judgment, corresponding measures and the impact of the litigation on the operations, please refer to the following information:

(i) Main Content of the Judgment

On June 5, 2013, the Taipei District Prosecutors Office (the “Prosecutors Office”) filed a public prosecution against Chairman Chen and former Chairman Wang of the Company, and others, on the accusation of embezzlement, and claimed that between 2001 and 2011, the defendants have transferred more than NT$1.3 billion, from the funds of Company, to other companies that are effectively controlled by the defendants as follows: Dentsu Engineering Co. Ltd (“Dentsu”), Fukuo Engineering Co. Ltd., and Huayuan Engineering Co. Ltd. After the defendants presented numerous evidence to clarify the relevant facts during the trial, the Taipei District Court sentenced on August 31, 2015 (No. 102 Jin Chung Su Tzu 17) with the following main content: the court adopts the defendants' explanations and evidence regarding the NT$1.3 billion, as mentioned in the indictment, that the funds, except for part of them are payment for construction fee and the wages of the construction workers, the rest of the funds were used for repaying several incidental payments (collectively referred to as the “Package Fees”), previously paid by Dentsu and other companies. There is also no evidence provided that the defendants had committed an offence involving embezzlement or breach of trust; therefore, the court considers that the defendants were not guilty of each of the above-mentioned criminal charge. However, the court still held the defendants guilty for financial statement fraud due to failure to disclose in the financial statements of Dentsu and other companies and the Package Fees thereof. The defendants all appealed against the conviction while the public prosecutor also filed an appeal against the acquittal part of the verdict; and due to the death of Mr. Wang, the former Chairman of the Company, the High Court (No. 104 Jin Shang Chung Su Tzu 40) declared a dismissal judgment for Mr. Wang on July 25, 2017 with respect to the charges of non-arm's length transactions, breach of trust, and embezzlement. The High Court stated that there was no evidence to prove that the defendants, other than Mr. Wang, were guilty and the public prosecutor accepted the acquittal judgment without further appeal. As for the High Court's decision of guilty on the financial statement fraud, the sentences on two of the defendants were finalized because they were given probations and decided not to appeal; while Chairman Chen appealed to the Supreme Court, wherein the Supreme Court (No. 106 Tai Shang Tzu 3336), on July 25, 2018, reversed and remanded the case to the High Court whose further judgment (No. 107 Jin Shang Chung Geng Yi Tzu 8) on December 10, 2019 sentenced Mr. Chen guilty for misrepresented financial statements for certain years and guilty for violations of the Business Entity Accounting Act, as well as a five year probation; Chairman Chen filed an appeal while the SFIPC center also requested the prosecutor to appeal. The Supreme Court reversed and remanded the case to the High Court on July 17, 2020, moving the case for further proceedings in the High Court.

(Continued)

~ 301 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

(ii) Corresponding Measures

Since the establishment of the Company by the former Chairman Wang, the performance and earnings have always surpassed those of the same industry. Apart from having no deficit, almost all distributable surplus has always been distributed to shareholders; additionally, Chairman Wang almost has never sold his shares in the Company since the Company was listed on the OTC market, which proves Chairman Wang's loyalty and confidence in the Company; Chairman Chen has assisted with matters of the Company for decades and has worked hard for the Company. Owing to the contributions of both of them, the Company has thrived and has been able to consistently make stable profits. Therefore, we feel grateful that the investigation by the first and second instance courts and the retrial court resulting in the opinions of the court that the assertions of non-arm's length transactions, breach of trust and embezzlement as indicted by the prosecutor are not true. It is regrettable that the court still considers that the financial reports of certain fiscal years are misrepresented. As the Supreme Court has reversed and remanded the case to the High Court, the Company will await the final judgment.

(iii) Impact on the Operations

Since the occurrence of this case, the staff of the Company altogether have continued to stay on their posts and serve customers. The Company has also received support from proprietors and third party firms. The Company's revenue continues to grow, while the progress, collection and payment operations of projects remain normal. Current business and finances of the Company are quite robust, as the Company's operations have not been affected by any of the judicial events.

  • (iv) On December 5, 2013, based on the contents of the indictment, the SFIPC argued that it was inappropriate for the former three directors to hold such positions in the Company and appealed for court decision to dismiss the directors' positions.

As mentioned above, under the leadership of the former Chairman Wang, the operations and performances of the Company were extremely good. Apart from the record of the indictment, the SFIPC did not propose any specific evidence of the three directors' unsuitability for directorship. On February 6, 2014, the shareholders' meeting was held, and after discussion and resolutions, the majority of shareholders supported the decision for the three directors to continue to run the Company. In 2015, the shareholders' general meeting re-elected directors, and the three directors also won the majority of the shareholders' support for re-election. Under the Taipei District Court's ruling in June 18, 2015, the SFIPC lost the lawsuit. The SFIPC filed an appeal, but due to the death of Chairman Wang, the SFIPC withdrew part of the appeal and changed its petition to be dismissing two directors' positions from June 16, 2015 to June 15, 2018. The court of Second Instance decided in early February 2016 to dismiss the complaint of the SFIPC about changes of claims. The SFIPC appealed to the Court of Third Instance on March 28, 2016. The Supreme Court (No. 106 Tai Shang Tzu 2658) revoked the original Second Instance judgment on September 28, 2018, and remanded the case to the High Court. On April 28, 2020, the two directors were disqualified from being a director by the High Court order. Both directors filed appeals on May 18, 2020, but due to the resignation of director Lee on June 2, 2020, she withdrew the appeal on June 3 in the same year and the court's decision on director Lee became finalized as of the date thereof; while the appeal part regarding director Chen is currently under the trial of the Supreme Court. The financial and business operations of the Company have also not been affected by this lawsuit.

(Continued)

~ 302 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • (v) According to the content of the indictment on January 27, 2014, the SFIPC filed a group lawsuit on behalf of the investor on the grounds that the Company's financial reports from the third quarter of 2008 to 2011 were misrepresented, requesting the Company, directors and former supervisors to jointly compensate the investors for the damage amounting to more than NT$243 million.

As stated above, the Company's operations and financial position have always been sound, and its share price has remained at a considerable level. It has been a stable and profitable Company for a long time. Relevant parties have also indicated that the Company has handled the affairs of the Company's interests and has not caused the Company's financial reports to be misrepresented. The judgment of the criminal first retrial court also holds that even though the Company's financial reports and financial business documents between years 2008 and 2011 were indeed misrepresented and have not reached materiality criteria, they have only violating the Business Accounting Laws regulations. As the Supreme Court reversed and remanded the case to the High Court, the case remains for further proceedings in the High Court. Before the criminal case and the final judgment of this civil action are determined, whether the Company has misrepresented financial reports in the past years stated, the investors have been harmed, or the damage is related to false financial reporting, etc., it would take a period of time before the judgment is announced. This lawsuit has also not affected the normal operation of the Company's current financial business.

  • (c) The Company received the civil judgment from the Taiwan Taipei District Court on September 2, 2014 that the Company should pay the package fees of $104,559 thousand and the former Chairman Wang's salary from January 2001 to April 2012, as previously paid by Dentsu, amounting to $21,405 thousand.

In the third quarter of 2014, in accordance with the judgment stated above, the Company assessed and took into accounts the package fees and salary paid by Dentsu, which have yet to be reimbursed by the Company (respectively logged as construction costs and management costs). The Company also estimated that the relevant interest payable as of December 31, 2019 amounted to $40,517 thousand (please refer to note 7).

As of the reporting date, the Company has yet to reimburse the abovementioned package fees, salary and related interests.

(Continued)

~ 303 ~

UNITED INTEGRATED SERVICES CO., LTD. Notes to the Financial Statements

(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 Company for the year ended December 31, 2020:

  • (i) Loans to other parties:
Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties:
Unit: in thousands of New Taiwan Dollar
No. Name of
lender
Name of
borrower
Account
name
Related
party
Highest balance of
financing to other
parties during
the period


Ending
balance
(Note 1)
Actual
usage
amount
during the
period
Range of
interest
rates

Purposes of
fund financing
for the
borrower
(Note 3)
Transaction
amount for
business between


two parties
Reasons for
short-term
financing

Loss
allowance
Collateral Individual
funding loan
limit
(Note 2)
Maximum
limit of fund
financing
(Note 2)
Item Value
0 The Company Su Yuan
(Shanghai)
Trading Ltd.
Other
receivables
Yes 139,252
139,189

130,019
1.95%
2
-
O
c
perating
apital
- - 2,000,810
4,001,621

Note 1: The ending balance during the current period are the amount, not the actual usage amount.

Note 2: The total amount of the Company's externally handled funds and loans does not exceed 40% of the Company's net worth, and the loan for a single business fund is not more than 20% of the Company's net worth. Note 3: The capital loan and nature are as follows: There are business contacts for 1 The need for short-term financing is 2

(ii) Guarantees and endorsements for other parties: None

  • (iii) Securities held at the end of the period (excluding investment in subsidiaries, associates and joint ventures):
Unit: in thousands of New Taiwan Dollar/thousand of shares Unit: in thousands of New Taiwan Dollar/thousand of shares Unit: in thousands of New Taiwan Dollar/thousand of shares Unit: in thousands of New Taiwan Dollar/thousand of shares Unit: in thousands of New Taiwan Dollar/thousand of shares
Name of
holder
Category and
name of security
Relationship
with company
Account title Ending balance Note
Shares/Units
(thousands)


Carrying
value
Percentage of
ownership
(%)

Fair value
The Company

The Company

The Company
The Company

The Company
The Company


The Company


The Company

The Company

The Company

The Company

The Company

The Company


The Company
stock-Nanya Technology
Corporation
stock-Taichung
Commercial Bank Co., Ltd.
stock-Acer
stock-Chunghwa Telecom
Co., Ltd
stock-CTCI Co., Ltd
stock-Powerchip
Semiconductor
Manufacturing Corporation
stock-Powerchip
Technology Corporation
totals
stock-Taiwan Electronic
Data Processing Corp.
stock-Pu-Xun Venture
Capital
stock-Aetas Technology
Inc.
stock-Zowie Technology
Corporation
stock-Glandtex
Corporation
stock-Promos
Technologies Inc.
totals
stock-Jiangxi
Construction
-

-

-


-

-

-

-
-

-

-

-

-

-

-
Current financial assets at fair
value through profit or loss
Current financial assets at fair
value through profit or loss
Current financial assets at fair
value through profit or loss
Current financial assets at fair
value through profit or loss
Current financial assets at fair
value through profit or loss
Current financial assets at fair
value through profit or loss
Current financial assets at fair
value through profit or loss
Non-current financial assets at
fair value through profit or
loss
Non-current financial assets at
fair value through profit or
loss
Non-current financial assets at
fair value through profit or
loss
Non-current financial assets at
fair value through profit or
loss
Non-current financial assets at
fair value through profit or
loss
Non-current financial assets at
fair value through profit or
loss
Non-current financial assets at
fair value through other
comprehensive income
63
111
1,400
26
10
7,580
4,139

374

722

91

15

1

2

Note 1

5,507

1,201

33,110

2,834

382

378,846

78,010

-
%

-
%

0.05 %

-
%

-
%

0.24 %

0.13 %


9.65 %

1.67 %
0.30 %
0.07 %
0.01 %
-
%


19.80 %
5,507
1,201
33,110
2,834
382
378,846
78,010
3,178
3,627
-
-
-
-
1,958,718









499,890


3,178

3,627

-

-

-

-

6,805

1,958,718

Note 1: Registered with the amount of capital contribution.

(Continued)

~ 304 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • (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:

Unit:thousand dollars Unit:thousand dollars Unit:thousand dollars Unit:thousand dollars Unit:thousand dollars Unit:thousand dollars Unit:thousand dollars
Name of
company
Name of
property

Transaction
date
Transaction
amount

Status of
payment
Counter-party Relationship
with the
Company
If the counter-party is a related party,
**disclose the previous transfer information **
References
for
determining
price
Purpose of
acquisition
and current
**condition **
Others
Owner
Relationship with
the Company

Date of
**transfer **
Amount
The
Company
Land
June 12, 2020
361,860
Paid 61,560 Tsuan Lin, Hong - - - - - Appraisal
report from
Lichyuan real
estate
appraisal firm
Headquarters None
The
Company
Buildings June 12, 2020 155,090 Paid 39,250 DeEn
Construction
Co.,Ltd.

-
- - - - Appraisal
report from
Lichyuan real
estate
appraisal firm
Headquarters 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$100 million or 20% of the capital stock: None

  • (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:

Unit: in thousands of New Taiwan Dollar Unit: in thousands of New Taiwan Dollar Unit: in thousands of New Taiwan Dollar Unit: in thousands of New Taiwan Dollar
Name of
company
Related party Nature of
relationship
Ending
balance
Turnover
rate

Overdue
Amounts received in
subsequent period

Loss
allowances
Amount **Action taken **
The Company
Su Yuan (Shanghai)
Trading Ltd.
subsidiary 166,510
-
- - 931
-
  • (ix) Trading in derivative instruments: None.

(b) Information on investees:

The following is the information on investees for the year ended December 31, 2020 (excluding information on investees in Mainland China):


China):
Unit:in t housands of New Taiwan Dollar
Name of
investor
Name of
investee
Location Main
businesses and products
Original inves tment amount E nding balanc e Net income
(losses) of
investee
Share of
profits/loss
es of
investee
(Note 1)
Note
December 31,
2020
December 31,
2019
Shares
(thousands)
Percentage
of ownership

Carrying
value
The Company
ABLEREX ELECTRONICS
CO., LTD.
Taiwan
Sale and purchase of UPS 189,852
189,852
14,987
33.30%

490,589

43,660

14,540
The Company
WHOLETECH SYSTEM
HITECH LIMITED
Taiwan
Gas pipeline engineering 61,367
61,367
9,946
13.61%

202,156

211,571

28,807
The Company
JG ENVIRONMENTAL
TECHNOLOGY CO., LTD
Taiwan
Machinery and Equipment Manufacturing 47,874
47,874
3,488
17.01%

54,734

33,847

5,759
The Company
Eco Energy Corporation
Taiwan
Integration and Solutions of Battery Energy Storage
Systems, Purchase and Sale of Related Materials and
Equipment
99,449
99,449
6,630
16.57%

101,666

14,115

2,340
The Company
UNIMEMS
MANUFACTURING CO.,
LTD.
Taiwan
Machinery and Equipment Manufacturing 19,000
19,000

2,095

19.49%

-
- -
The Company
United Integrated Services
BVI
BVI
Investment activities 567,643
567,643

17,698

100.00%

736,016

38,678

38,678
The Company
Hanxuan Energy Co.,Ltd
Taiwan
self-usage power generation equipment utilizing renewable
energy
150,000
-
15,000
100.00%

135,122

(3,081)

(3,081)
The Company
Hunter Energy Co.,Ltd.
Taiwan
self-usage power generation equipment utilizing renewable
energy
90,000
-
9,000
100.00%

78,124

(83)

(83)
The Company
UNITED INTEGRATED
SERVICES (USA) CORP.
USA
Clean room system construction 57,130
-
2,000
100.00%

55,759

(1,247)

(1,247)
The Company
United Integrated Services Pte
Ltd.

Singapore
Clean room system construction 34,040
34,040

-
100.00%
(28,282)

(35,867)

(35,867)
WHOLETECH SYSTEM
HITECH LIMITED
WHOLETECH
SYSTEMHITECH (BVI)
LIMITED
BVI
Investment activities 170,884
170,884

5,400

100.00%

233,991

10,873

10,873
WHOLETECH
SYSTEMHITECH (BVI)
LIMITED
WHOLETECH
SYSTEMHITECH (Shanghai)
LIMITED

China
Electromechanical, Circuit, and Pipeline Engineering
Businesses
169,127
169,127

-
100.00%
233,970

10,873

10,873
WHOLETECH SYSTEM
HITECH LIMITED
WHOLETECH
SYSTEMHITECH INC.
Mauritius
Investment activities 110,559
110,559

3,500

100.00%

215,412

31,117

31,117
WHOLETECH SYSTEM
HITECH INC.
WHOLETECH
GROUPINTERNATIONALT
RADING LIMITED
Mauritius
Investment activities 110,559
110,559

3,500

100.00%

215,412

31,117

31,117

(Continued)

~ 305 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

Name of
investor
Name of
investee
Name of
investee
Location Location Main
businesses and products
Main
businesses and products
Main
businesses and products
Main
businesses and products
Main
businesses and products
Original inves Original inves tment amount E E E nding balanc nding balanc e e Net income
(losses) of
investee
Net income
(losses) of
investee
Share of
profits/loss
es of
investee
(Note 1)
Share of
profits/loss
es of
investee
(Note 1)
Note
December 31,
2020
December 31,
2019
Shares
(thousands)
Percentage
of ownership

Carrying
value
WHOLETE
INTERNAT
LIMITED
CH GROUP
IONAL TRADING
WHOLETECH GROUP
(Shanghai) TRADING
LIMITED
China
Import and Export Trading Business of Electronics,
Machineries, Chemical Equipment, Pipe Fitting Hardware,
etc.
110,559
110,559

-
100.00%
215,412

31,117
31,117
WHOLETE
HITECH LI
CH SYSTEM
MITED
WHOLETECH
SYSTEMHITECH (S)
PTE.LTD.
Singapore
Construction of water, gas pipelines and sewage systems,
gas production, distribution of fuel gas main systems, etc.
30,865
30,865

200

100.00%

42,373

1,107
1,107
WHOLETE
HITECH (S
CH SYSTEM
) PTE. LTD.
WHOLETECH
SYSTEMHITECH (M)
SDN.BHD.
Malaysia
Construction of water, gas pipelines and sewage systems,
gas production, distribution of fuel gas main systems, etc.
855
855

100

100.00%

410

(45)
(45)
ABLEREX
CO., LTD.
ELECTRONICS Ablerex-Samoa
Samoa
Holding company 217,445
217,445

6,635

100.00%

473,807

(2,553)
(3,763)
ABLEREX
CO., LTD.
ELECTRONICS Joint
BVI
Provide management services - 104
-
100.00%
-
- -
ABLEREX
CO., LTD.
ELECTRONICS Ablerex-USA
USA
Sales of uninterruptible power equipment and systems,
solar equipment and related systems, etc.
8,303
8,303

250

100.00%

48,190

7,060
7,060
ABLEREX
CO., LTD.
ELECTRONICS Ablerex-HK
Hong Kong
Sales of uninterruptible power equipment and systems,
solar equipment and related systems, etc.
43
43

10

100.00%

29,418

445
840
ABLEREX
CO., LTD.
ELECTRONICS Ablerex-SG
Singapore
Sales of uninterruptible power equipment and systems,
solar equipment and related systems, etc.
48,008
48,008

2,141

100.00%

92,782

7,248
8,071
ABLEREX
CO., LTD.
ELECTRONICS Ablerex-UK
UK
Holding company 4,674
4,674

100

100.00%

12,676

6,391
6,925
ABLEREX
CO., LTD.
ELECTRONICS Ablerex-JP
Japan
Sales of uninterruptible power equipment and systems,
solar equipment and related systems, etc.
9,159
9,253

3

99.00%

9,961

6,965
7,151
Ablerex-Sa moa
Ablerex -Overseas
Hong Kong
Holding company 217,445
217,445

6,635

100.00%

478,971

(2,512)
-
Ablerex-UK
Ablerex-IT
Italy
Sales of uninterruptible power equipment and systems,
solar equipment and related systems, etc.
4,674
4,674

100

100.00%

12,676

6,391
-
Ablerex-SG
Ablerex-TH
Thailand
Sales of uninterruptible power equipment and systems,
solar equipment and related systems, etc.
256
256

280

70.00%

3,359

6
-
Ablerex-US A
Ablerex-LATAM
USA
Sales of uninterruptible power equipment and systems,
solar equipment and related systems, etc.
15,358
15,358

4

86.00%

3,404

1,464
-
JG ENVIRO
TECHNOL
NMENTAL
OGY CO., LTD
ASIA INTELLIGENCE
INVESTMENTS LIMITED
BVI
Investment activities 30,282
30,282

-
100.00%
33,798

(7,849)
(7,849)
ASIA INTE
INVESTME
LLIGENCE
NTS LIMITED
JG ENVIRONMENTAL
TECHNOLOGY CO., LTD
China
Sales of pollution control equipment and manufacturing 30,282
30,282

-
100.00%
33,922

(7,849)
(7,849)
JG ENVIRO
TECHNOL
NMENTAL
OGY CO., LTD
Taiwan Sustainable
Environmental Energy CO.,
LTD
Taiwan
Sales of pollution control equipment 1,000
-
100
14.29%

989

(76)
(11)
Note 1: The
(c)
(i)
(ii)
profits/losses of the investee for current period were recognized by the investment company.
Information on investment in Mainland China:
The names of investees in Mainland China, the main businesses and products, and other
information: Unit:in t housands of New Taiwan Dollar
Name of investee Main businesses
and products
Total amount
of capital
surplus
Method of
investment
(Note 1)
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2020
Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31, 2020
Net incom
(losses) o
the invest
e
f
ee
Percentage
of ownership
Inve
incom
stment
e (losses)
va
Dec
Book
lue as of
ember 31,
2020
A
re
e
cu
ccumulated
mittance of
arnings in
rrentperiod
Outflow Inflow
Su Yuan (Shanghai) Trading Ltd. Semiconductor, clean room and
electromechanical
NT$ 34,495
USD
1,000
(2) NT$ 34,495
USD
1,000

-
- NT$ 34,495
USD
1,000

21
,072
100.00%
NT$ 21,072 NT$ 309,383 -
(JIANGXI) UNITED
INTEGRATED SERVICES Ltd.
Electromechanical business and
pipeline engineering business
NT$ 453,360
RMB
100,000
(1) NT$ 338,573
RMB
75,000

-
- NT$ 338,573
RMB
75,000

232
,111
75.00%
NT$ 174,083 NT$ 442,392 NT$
1,389,975
RMB
294,467
Suzhou Han tai System Integrated
Ltd.
Construction hardware , materials
production and sales
NT$ 381,660
USD
12,000
(2) NT$ 381,660
USD
12,000

-
- NT$ 381,660
USD
12,000

15
,730
100.00%
NT$ 15,730 NT$ 325,152 -
Jiangxi Construction Engineering
Group Co., Ltd.
Various types of building construction NT$ 5,113,150
RMB
1,043,500
(1) NT$ 1,008,212
RMB
206,600

-
- NT$ 1,008,212
RMB
206,600

-
19.80% NT$ -
NT$ 1,958,718 NT$
1,560,313
RMB
334,616
Beijing Han he Tang Medical
instrument Ltd.
Distribution agency for medical
equipment, import and export of
goods, after-sales service
NT$ 30,187
USD
1,000
(2) NT$ 30,187
USD
1,000

-
- NT$ 30,187
USD
1,000

1
,840
100.00%
NT$ 1,840 NT$ 11,357 -
Note 1:
Investment method
(1)
Investing in the mainland through companies in another country
(2)
Establishing a company through the investment in the third region to reinvest in the mainland.
Limitation on investment in Mainland China:
Accumulated investment in Mainland
China as of December 31, 2020
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
1,798,283
(USD59,165)
1,825,134
(USD59,165)
6,002,432
  • (iii) Significant transactions with investees in Mainland China:

- The significant inter company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in "Information on significant transactions".

(Continued)

~ 306 ~

UNITED INTEGRATED SERVICES CO., LTD.

Notes to the Financial Statements

  • (d) Major shareholders:
(d)
Major shareholders:
Shareholding
Shareholder's Name
Shares Percentage
Fubon Life Insurance Co., Ltd. 9,620,000
5.04%

Note: (i) The information of major shareholders who hold 5 percent or more of the issuer's common stocks and preferred stocks, including treasury stocks, is provided by Taiwan Depository and Clearing Corp. for every quarter. The share capital disclosed on financial report and the actual numbers of dematerialized securities may be different due to their discrepancies calculation basis.

  • (ii) If the shareholder entrusts the shares to the trust, the shareholding will be disclosed by the trustee's account individually. As for those shareholders who are responsible for the declaration of insiders' shareholding with more than 10 percent in accordance with the Securities and Exchange Act, their shareholdings shall include their own shares and the trust in which they have the authority to decide the allocation of their trust assets. Please refer to the Market Observation Post System for information on the insiders' shareholding.

(14) Segment information:

Please refer to the consolidated financial statement for the year ended December 31, 2020.

(Continued)

~ 307 ~

United Integrated Services Co., Ltd.

Statement of cash and cash equivalents

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Item
Cash on hand and foreign currency
Cash in banks
Description
Cash
Petty cash
Demand deposits
Check Deposits
Time deposits (Note)
Foreign currency deposits (Note)
Amount
$ 2,245
830
3,075
3,350,150
1,695
2,859,386
291,723
6,502,954
$
6,506,029

Note: Including demand deposits USD 32,435 thousand and time deposits USD 284,800 thousand @$28.48, demand deposits JPY 3 thousand @$0.28, demand deposits CNY 258,988 thousand and time deposits CNY 78,786 thousand @$4.38, demand deposits SGD 297 thousand @$21.56.

On December 31, 2020, the range of the interest rates of the time deposits was 0.08%~2.5%, which matured during January 2021 and March 2021.

~ 308 ~

United Integrated Services Co., Ltd.

Statement of financial assets measured at fair value through profit or loss - current

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Name of financial instrument
Nanya Technology Corporation
Taichung Commercial Bank Co., Ltd.
ACER
Chunghwa Telecom Co., Ltd
CTCI Co., Ltd
Powerchip Semiconductor Manufacturing
Corporation
Powerchip Technology Corporation
Add: Valuation Adjustments
Description Shares or
units
Par value Total amount
-
-
-
-
-
-
-
Interest
rate (%)
Acquisition
cost
19,928
942
94,045
3,033
340
118,302
68,687
Fair Fair value
Total
amount
5,507
1,201
33,110
2,834
382
378,846
78,010
-
-
Fair value
changes is
attributable
to the
changes in
credit risk

-

-

-

-

-

-

-
-
-
Note
Unit
price
86.80
10.85
23.65
109.00
38.20
49.98
18.85
63 $ -
111
-
1,400
-
26
-
10
-
7,580
-
4,139
-
-
-
-
-
-
-
-

305,277
194,613

$
499,890
499,890 -

~ 309 ~

United Integrated Services Co., Ltd.

Statement of changes in financial assets measured at fair value through profit or loss - non-current

For the year ended December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Name of financial
instrument
Taiwan Electronic Data
Processing Co.,Ltd.
Pu-Xun venture capital
Add: Valuation
Adjustments
Beginning Balance
Shares
or units
Fair value
374 $ 27,570
722
7,225
-
(28,448)
$
6,347
Beginning Balance
Shares
or units
Fair value
374 $ 27,570
722
7,225
-
(28,448)
$
6,347
Addition
Shares
or units
Amount
-
-
-
-
-
-
-
Addition
Shares
or units
Amount
-
-
-
-
-
-
-
Addition
Shares
or units
Amount
-
-
-
-
-
-
-
Decrease
Shares
or units
Amount
-
-
-
-
-
(458)
(458)
Decrease
Shares
or units
Amount
-
-
-
-
-
(458)
(458)
Decrease
Shares
or units
Amount
-
-
-
-
-
(458)
(458)
Ending Balance
Shares
or units
Fair value
374
27,570
722
7,225
-
(27,990)
6,805
Ending Balance
Shares
or units
Fair value
374
27,570
722
7,225
-
(27,990)
6,805
Ending Balance
Shares
or units
Fair value
374
27,570
722
7,225
-
(27,990)
6,805
Collateral

None

Note
Shares
or units
Shares
or units
Shares
or units
374
722
-
-
-
-
-
-
-
$
6,347
- (458) 6,805

~ 310 ~

United Integrated Services Co., Ltd.

Statement of changes in non-current financial assets measured at fair value through other comprehensive income

For the year ended December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Name of financial
instrument
Jiangxi Construction Engineering
Group Co.,Ltd.
Add: Valuation Adjustments
Beginning Balance
Shares
or units
Fair value
Note
$ 1,008,212
-
1,043,567
$
2,051,779
Beginning Balance
Shares
or units
Fair value
Note
$ 1,008,212
-
1,043,567
$
2,051,779
Addition
Shares
or units
Amount

-
-

-
-
-
Addition
Shares
or units
Amount

-
-

-
-
-
Addition
Shares
or units
Amount

-
-

-
-
-
Decrease
Shares
or units
Amount
-
-
-
93,061
93,061
Decrease
Shares
or units
Amount
-
-
-
93,061
93,061
Decrease
Shares
or units
Amount
-
-
-
93,061
93,061
Ending Ending Balance
Fair value
1,008,212
950,506
Collateral

None
Note
Shares
or units
Shares
or units
Shares
or units
Shares
or units
Note
-

-

-
-
-
-

-

$
2,051,779
-
93,061

1,958,718

Note: Registered with the amount of capital contribution.

~ 311 ~

United Integrated Services Co., Ltd.

Statement of notes receivable

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Client name
Unrelated Parties:
Winbond Electronics Corp.
Reibi Bio - technology Co., Ltd.
Other (The balance of each household is
less than 5% of the balance of the
subject)
Description
Operating
Operating
Operating
Amount
$ 5,176
457
248
$
5,881
Note


Statement of accounts receivable

Client name
Related Parties:
Beijing Han he Tang Medical
instrument , Ltd.
Unrelated Parties:
Taiwan Semiconductor Manufacturing
Co., Ltd.
Micron Memory Taiwan Co., Ltd.
Other (The balance of each household is
less than 5% of the balance of the
subject)
Less: Loss allowance
Description
Operating
Operating
Operating
Operating
Amount
$ 3,289
Note





804,430
5,300,959
178,198
6,283,587

6,286,876
86,814

$
6,200,062

~ 312 ~

United Integrated Services Co., Ltd.

Statement of changes in Contract Assets and Contract Liabilities

For the year ended December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Contract Assets

Name of Project Beginning
Balance
$ 1,908,925
1,095,028
1,920,355
1,785,541
1,046,901
4,899,432
1,811,908
22,977,398
Addition
Construction
cost
Gain on
Construction

252
26,316

2,941
67,833

3,772
354,485

12,180
360,610

19,050
1,500

699,342
622,173

20,261,116
1,214,906

7,412,306
2,613,515
Addition
Construction
cost
Gain on
Construction

252
26,316

2,941
67,833

3,772
354,485

12,180
360,610

19,050
1,500

699,342
622,173

20,261,116
1,214,906

7,412,306
2,613,515
Decrease
Loss on
Construction
Completion
-
1,935,493
-
1,165,802
-
2,278,612
-
2,158,331
-
-
-
-
-
-
15,978
10,075,457
Decrease
Loss on
Construction
Completion
-
1,935,493
-
1,165,802
-
2,278,612
-
2,158,331
-
-
-
-
-
-
15,978
10,075,457
Ending
Balance
-
-
-
-
1,067,451
6,220,947
23,287,930
22,911,784
Contract Liabilities Contract Liabilities Ending
Balance
-
-
-
-
1,226,209
6,459,027
26,979,360
23,664,617
Contract
Assets
-
-
-
-

-

-

-

1,260,739
Contract
liability
-
-
-
-
158,758
238,080
3,691,430
2,013,572
Construction
cost

252

2,941

3,772

12,180

19,050

699,342

20,261,116

7,412,306
Loss on
Construction
-
-
-
-
-
-
-
15,978
Beginning
Balance
1,935,495
1,165,802
2,261,779
2,158,331
1,147,226
5,960,671
2,407,112
25,097,599
Input

-

-

16,833

-

78,983

498,356

24,572,248

8,642,473
Completion
1,935,495
1,165,802
2,278,612
2,158,331
-
-
-
10,075,455
F210
F360
F400
F460
F530
F600
F710
Others

$
37,445,488



28,410,959

5,261,338

15,978

17,613,695

53,488,112

42,134,015



33,808,893

17,613,695

58,329,213



1,260,739

6,101,840

~ 313 ~

United Integrated Services Co., Ltd.

Statement of inventories

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Item
Merchandise
Finished goods
Work in process
Raw materials
Total
Less: Allowance for impairment
Amount
Cost
Net realizable
value
$ 6,805
-
16,866
7,808
22,093
1,485
50,367
47,372
Amount
Cost
Net realizable
value
$ 6,805
-
16,866
7,808
22,093
1,485
50,367
47,372
Amount
Cost
Net realizable
value
$ 6,805
-
16,866
7,808
22,093
1,485
50,367
47,372
Note
Cost
$ 6,805
16,866
22,093
50,367



96,131
39,466



56,665
$
56,665

Statement of prepayments

Please refer to note 6 (e).

Statement of other current assets

Please refer to note 6 (l).

~ 314 ~

United Integrated Services Co., Ltd.

Statement of changes in investments accounted for using equity method

For the year ended December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Name of investee
Ablerex Electronics Co., Ltd.
Wholetech System Hitech Limited
JG Environmental Technology Co., Ltd
Eco Energy Corporation
UniMEMS Manufacturing Co., Ltd.
Uuited Integrated Services BVI
( Jiangxi) United Integrated Services , Ltd.
Hanxuan Energy Co. Ltd.
Hunter Energy Co. Ltd.
United Integrated Services (USA) Corp.
United Integrated Services Pte Ltd.
Total
Beginning Balance
Shares
Amount
14,987 $ 490,936
9,946
193,385
3,488
54,127
6,630
99,525
2,095
-
17,698
691,732
Note 1
511,041
-
-
-
-
-
-
2,040,746
Note 1
8,045
$
2,048,791
Beginning Balance
Shares
Amount
14,987 $ 490,936
9,946
193,385
3,488
54,127
6,630
99,525
2,095
-
17,698
691,732
Note 1
511,041
-
-
-
-
-
-
2,040,746
Note 1
8,045
$
2,048,791
Addition
Shares
Amount
-
14,645
-
29,720
-
6,362
-
2,340
-
-
-
44,284
-
178,929
15,000
150,000
9,000
90,000
2,000
57,130
573,410
-
-
573,410
Addition
Shares
Amount
-
14,645
-
29,720
-
6,362
-
2,340
-
-
-
44,284
-
178,929
15,000
150,000
9,000
90,000
2,000
57,130
573,410
-
-
573,410
Addition
Shares
Amount
-
14,645
-
29,720
-
6,362
-
2,340
-
-
-
44,284
-
178,929
15,000
150,000
9,000
90,000
2,000
57,130
573,410
-
-
573,410
Decrease
Shares
Amount

-
14,992

-
20,949

-
5,755

-
199
-
-

-
-

-
247,578

-
14,878

-
11,876

-
1,371

317,598
-
36,327
353,925
Decrease
Shares
Amount

-
14,992

-
20,949

-
5,755

-
199
-
-

-
-

-
247,578

-
14,878

-
11,876

-
1,371

317,598
-
36,327
353,925
Decrease
Shares
Amount

-
14,992

-
20,949

-
5,755

-
199
-
-

-
-

-
247,578

-
14,878

-
11,876

-
1,371

317,598
-
36,327
353,925
Ending Balance
Percentage of
ownership
(%)
Amount
33.30
490,589
13.61
202,156
17.01
54,734
16.57
101,666
19.49
-
100.00
736,016
75.00
442,392
100.00
135,122
100.00
78,124
100.00
55,759
2,296,558
100.00
(28,282)
2,268,276
Ending Balance
Percentage of
ownership
(%)
Amount
33.30
490,589
13.61
202,156
17.01
54,734
16.57
101,666
19.49
-
100.00
736,016
75.00
442,392
100.00
135,122
100.00
78,124
100.00
55,759
2,296,558
100.00
(28,282)
2,268,276
Ending Balance
Percentage of
ownership
(%)
Amount
33.30
490,589
13.61
202,156
17.01
54,734
16.57
101,666
19.49
-
100.00
736,016
75.00
442,392
100.00
135,122
100.00
78,124
100.00
55,759
2,296,558
100.00
(28,282)
2,268,276
Market Value or Net
Assets Value(Note 2)
Unit
price
Total
amount
39.40
590,468
30.15
299,874
-
54,734
10.65
70,609
-
-
-
736,016
-
442,392
-
135,122
-
78,124
-
55,759
2,463,098
-
-
2,463,098
Market Value or Net
Assets Value(Note 2)
Unit
price
Total
amount
39.40
590,468
30.15
299,874
-
54,734
10.65
70,609
-
-
-
736,016
-
442,392
-
135,122
-
78,124
-
55,759
2,463,098
-
-
2,463,098
Market Value or Net
Assets Value(Note 2)
Unit
price
Total
amount
39.40
590,468
30.15
299,874
-
54,734
10.65
70,609
-
-
-
736,016
-
442,392
-
135,122
-
78,124
-
55,759
2,463,098
-
-
2,463,098
Collateral
Shares
-
-
-
-
-
-
-
15,000
9,000
2,000
-
Shares Shares

14,987

9,946

3,488

6,630
2,095
17,698

Note 1

15,000

9,000

2,000

Note 1
Percentage of
ownership
(%)
33.30
13.61
17.01
16.57
19.49
100.00
75.00
100.00
100.00
100.00
100.00
Unit
price
39.40
30.15
-
10.65
-
-
-
-
-
-
-

-

-

-

-
-

-

-

-

-

-

-

None


















2,040,746
8,045

573,410
-

317,598
36,327

2,296,558

(28,282)

2,463,098
-
$
2,048,791
573,410 353,925 2,268,276 2,463,098

Note 1: Registered with the amount of capital contribution.

Note 2: If there is no open market price for a long-term equity investment, the net value or book value of the equity at the balance sheet date is its fair market value.

~ 315 ~

United Integrated Services Co., Ltd.

Statement of changes in property, plant and equipment

For the year ended December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Please refer to note 6 (i).

Statement of changes in accumulated depreciation of property, plant and equipment

Please refer to note 6 (i).

Statement of changes in intangible assets

Please refer to note 6 (k).

Statement of deferred tax assets

Please refer to note 6 (p)(ii)2).

~ 316 ~

United Integrated Services Co., Ltd.

Statement of other non-current assets

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Please refer to note 6 (l).

Statement of notes payable

Vendor Name
Related Parties:
AIRREX Co., Ltd.
Yun Hao Motor Technician Office
Unrelated Parties:
NAKOSIN Enterprise Ltd.
Leader Air Condition Co., LTD.
Chang Ji Clean Room Technology
Ltd.
Shang Dewen Construction Ltd.
Other (The balance of each household is
less than 5% of the balance of the
subject)
Description
operating
operating
operating
operating
operating
operating
operating
Amount
$ 2,208
3,775
Note









5,983

3,277
31,594
11,375
6,560
8,063
60,869

$
66,852

~ 317 ~

United Integrated Services Co., Ltd.

Statement of accounts payable

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Vendor Name
Construction Retention Payable:
Related Parties:
Fu-Kuo Engineering Co., Ltd.
Dentsu Engineering Co., Ltd.
Huayuan Engineering Co., Ltd.
AIRREX Co., Ltd.
Wholetech System Hitech Limited
JG Environmental Technology Co., Ltd.
Unrelated Parties:
Time Max Enterprise Limited
WE SHUNG TECHNOLOGY
CORPORATION
Other (The balance of each household is less
than 5% of the balance of the subject)
Construction Payable:
Related Parties:
United Integrated Services BVI
AIRREX Co., Ltd.
ABLEREX ELECTRONICS CO., LTD.
Wholetech System Hitech Limited
Eco Energy Corporation
Unrelated Parties:
FuTsu Construction Co., Ltd.
Taiyo Nippon Sanso Taiwan, Inc.
He Song Co., Ltd.
Other (The balance of each household is less
than 5% of the balance of the subject)
Description
operating
operating
operating
operating
operating
operating
operating
operating
operating
operating
operating
operating
operating
operating
operating
operating
operating
Amount
$ 5,300
3,100
2,936
12,222
13
16,961
Note




















40,532

98,513
81,492
1,157,685

1,337,690

25,756
20,054
18,250
1,761
145,427

211,248

1,308,064
290,836
218,048
2,334,362
4,151,310

$
5,740,780

~ 318 ~

United Integrated Services Co., Ltd.

Statement of other payables- related parties December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Please refer to note 7 (c) iv) .

Statement of provisions - current

Please refer to note 6 (m).

~ 319 ~

United Integrated Services Co., Ltd.

Statement of other current liabilities

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Item
Other accrued expenses:
Other payables-other
Other current liabilities:
Description
Employee bonus and board
compensation
Business tax
Salary allowance
Labor and health insurance premium
Other
Temporary receipts
Receipts under custody
Tax collections
Other notes payable
Amount
$ 640,768
69,390
167,969
13,029
6,981
Note












898,137

3,240

2,005
1,846
2,543
389
6,783

$
908,160

Statement of provisions - non-current

Please refer to note 6 (o).

~ 320 ~

United Integrated Services Co., Ltd.

Statement of deferred tax liabilities

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Please refer to note 6 (p) (ii) 2).

Statement of operating revenues

For the year ended December 31, 2020

Item
Construction revenue:
Percentage of completion method
- Completed construction revenue
Percentage of completion method
- Uncompleted construction revenue
Subtotal
Service and design revenue
Sales
Net operating revenues
Quantity Amount
$ 2,513,140
31,156,249
33,669,389
82,234
118,825
$
33,870,448
-
-
-
-

~ 321 ~

United Integrated Services Co., Ltd.

Statement of operating costs

For the year ended December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Item
Construction costs:
Current material
Labor
Construction overhead
Total of construction costs
Service and design costs
Costs of goods sold
Total operating costs
Amount
Subtotal
Total

$ 26,538,705
790,566
1,081,694
28,410,965
25,996
40,757
$
28,477,718
Amount
Subtotal
Total

$ 26,538,705
790,566
1,081,694
28,410,965
25,996
40,757
$
28,477,718
Subtotal
$ 26,538,705
790,566
1,081,694

Statement of construction overhead

Item
Components
Freight
Overtime pay
Services expenses
Other (The balance of each household is less than 5% of the
balance of the subject)
Total
Description Amount
$ 191,533
75,515
71,123
155,199
588,324
$
1,081,694

~ 322 ~

United Integrated Services Co., Ltd.

Statement of selling expenses

For the year ended December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Item
Wages and salaries
Depreciations
Warranty expenses
Overtime pay
Other (The balance of each household is less than 5% of the
balance of the subject)
Total
Description Amount
$ 16,647
1,693
11,218
2,294
5,364
$
37,216

Statement of administrative expenses

Item
Wages and salaries
Insurance expenses
Other (The balance of each household is less than 5% of the
balance of the subject)
Total
Description Amount
$ 733,918
61,478
107,426
$
902,822

~ 323 ~

United Integrated Services Co., Ltd.

Statement of the research and development expenses

For the year ended December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Item
Wages and salaries
Depreciation expenses
Insurance expenses
Other (The balance of each household is less than 5% of the
balance of the subject)
Total
Description Amount
$ 21,219
1,686
1,688
10,130
$
34,723

Statement of other gains and losses

Please refer to note 6 (u).

Statement of Labor, Depreciation and Amortization by Function

Please refer to note 12 (a).

~ 324 ~

UNITED INTEGRATED SERVICES CO., LTD.

Chairman: C.S. Chen

~ 325 ~