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UNITECH — Annual Report 2021
Jul 11, 2022
52034_rns_2022-07-11_3e6dfe6d-3aac-404a-a1cd-d135877c22de.pdf
Annual Report
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Stock Code: 2367
Information on the Annual Reports of the Company is available at the following website
(Market Observation Post System (MOPS): https://mops.twse.com.tw/mops/web/index)
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Unitech Printed Circuit Board Corp.
2021
Annual Report
Printed on 2022.04.30
I. The titles and telephone numbers of the Company Spokesperson and Acting Spokesman: Name: Chin-Fang Wu Title: Spokesperson Telephone: (02) 2268-5071 E-mail: [email protected] Name: Jason Chou Title: Acting Spokesman Telephone: (02) 2268-5071 E-mail: [email protected]
- II. Company address and telephone:
(1) Address: Plant No. 1: No. 62, Zhongshan Road, Tucheng Industrial Park, Tucheng District, New Taipei Plant No. 2: No. 3, Lane No. 4, Zhongshan Road, Tucheng Industrial Park, Tucheng Direct, New Taipei Plant No. 3: No. 12, Datong Street, Tucheng Industrial Park, Tucheng District, New Taipei Plant No. 4: No. 6, Zhongshan Road, Tucheng Industrial Park, Tucheng District, New Taipei Yilan Plant: No. 36, Dingping Road, Dinliao Li, Suao Township, Yilan County Yilan Branch: No. 16, Ligong 1st Road Section II, Wujie Town, Yilan County
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(2) Telephone: Plant No. 1: (02)2268 7826
- Plant No. 2: (02)2268 5071 - Plant No. 3: (02)2268 0580 - Plant No. 4: (02)2268 5071 - Yilan Plant: (03)970 5818
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III. Name, address and telephone of Share Registrar
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(1) Name: Office of Unitech Share Registrar
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(2) Address: 12F, No. 98, Tunhua South Road Section II, Taipei
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(3) Telephone: (02)2705 1333
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(4) Website: https://www.pcbut.com.tw
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IV. Names of CPAs, name of CPA office, address and telephone:
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(1) Name: Chuang, Chun-Wei and Hsu, Ming-Fang
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(2) Name of CPA office: KPMG Taiwan
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(3) Address: 68F, No. 7, Xinyi Road Section V, Taipei (Taipei 101)
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(4) Telephone: (02)8101 6666
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(5) Website: http://www.kpmg.com.tw
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V. Names of the overseas exchanges for the listing of stock for trading, and means of inquiry of related securities traded overseas: None.
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VI. Official website of the Company: https://www.pcbut.com.tw
Unitech Printed Circuit Board Corp. Table of content
| Page |
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| One. A Message to Shareholders ................................................................................................................. 1 |
| Two. Company Profile ................................................................................................................................. 9 |
| Three. Report on Corporate Governance ................................................................................................... 11 |
| I. Company Organization .............................................................................................................. 11 |
| II. Profiles of Directors, President, Vice Presidents, and heads of functions and branches ........... 13 |
| III. Remunerations to Directors, Supervisors, President, and Vice Presidents in the previous period |
| ................................................................................................................................................... 25 |
| IV. Status of Corporate Governance ................................................................................................ 30 |
| V. Information of audit fee for Independent Auditors ................................................................... 60 |
| VI. Information on replacement of independent auditors ................................................................ 61 |
| VII. The Chairman, General Manager, the managers in charge of finance or accounting who has |
| been employed by the CPAs office of the independent auditors or its affiliates in the previous |
| period. ........................................................................................................................................ 62 |
| VIII. Any transfer of equity interests and/or pledge of or change in equity interests by a director, |
| supervisor, managerial officer, or shareholder with a stake of more than 10 percent in the |
| previous period to the day this report was printed .................................................................... 62 |
| IX. The top 10 shareholders by shareholding who are related-party, spouse, next of kind to one |
| another ....................................................................................................................................... 63 |
| X. The quantity and proportion of shares held by the Directors, Supervisors, managers, and direct |
| or indirect controlled entities of the Company on particular company in aggregate. ............... 65 |
| Four. Offering of shares of raising capital ................................................................................................. 66 |
| I. Source of capital stock .............................................................................................................. 66 |
| II. Component of shareholders ....................................................................................................... 68 |
| III. Dispersion of equity .................................................................................................................. 68 |
| IV. List of Dominant Shareholders .................................................................................................. 68 |
| V. Market price, net value, earnings, dividend per shares in the last 2 years and related |
| information ................................................................................................................................ 69 |
| VI. Dividend policy and implementation........................................................................................... 69 |
| VII. Influence of stock dividend planned to pay out as resolved by this General Meeting of |
| Shareholders on the operation performance and financial position of the Company. ............... 70 |
| VIII. Remuneration to the employees and Directors .......................................................................... 70 |
| IX. The Company repurchased the shares it issued ......................................................................... 70 |
| X. Issuance of corporate bonds (including offshore corporate bonds) ........................................... 70 |
| XI. Issuance of preferred shares ...................................................................................................... 70 |
| XII. Participation in the issuance of overseas depository receipts .................................................... 70 |
| XIII. Issuance of employee stock options .......................................................................................... 71 |
| XIV. Issuance of restricted employee new shares .............................................................................. 71 |
| XV. Acquisition or acceptance of assigned new shares from other companies ................................ 71 |
| XVI. The Implementation of the fund utilization plan ....................................................................... 71 |
| Five. Operation Highlight .......................................................................................................................... 72 |
| I. Content of business ................................................................................................................... 72 |
| II. Market, production and sale ...................................................................................................... 74 |
| III. The number of employees, the average years of service seniority, average age, and education |
| levels of the employees in the last 2 years to the day this report was printed ........................... 80 |
| IV. Information on spending on environmental protection: ............................................................ 80 |
| V. Labor Management Relation ..................................................................................................... 81 |
| VI. Information and Communication Security Management: ......................................................... 84 |
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| Six. Financial Outlook ............................................................................................................................... 88 |
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| I. Condensed Balance Sheet, Comprehensive Income Statement, the Independent Auditors of the |
| statements and Audit Opinions over the last 5 years ................................................................. 88 |
| II. Financial analysis of the last 5 years ......................................................................................... 93 |
| III. Audi Committee Review Report on Financial Statements of the previous period ................... 99 |
| IV. Financial Statements of the previous period with Auditors’ Report........................................ 101 |
| V. The audited Separate Financial Statements of the previous period ......................................... 179 |
| VI. Any insolvency to the Company and its affiliates in the previous period to the day this report |
| was printed. ............................................................................................................................. 257 |
| Seven. Review of financial position and financial performance, and assessment of risks ...................... 258 |
| I. Comparative analysis of financial position ............................................................................. 258 |
| II. Comparative analysis of financial performance ...................................................................... 258 |
| III. Cash flow analysis ................................................................................................................... 259 |
| IV. Major capital expenditures in the previous period and its influence on financial position and |
| operation .................................................................................................................................. 259 |
| V. Investment policy over the last 5 years, the main reason for profit or loss, corrective action |
| plan, and the investment plan of the year ahead ...................................................................... 260 |
| VI. Analysis and assessment of risks ............................................................................................. 260 |
| VII. Other materiality ...................................................................................................................... 263 |
| Eight. Important information ................................................................................................................... 264 |
| I. Information on affiliates .......................................................................................................... 264 |
| II. Offering of securities through private placement in the previous period to the day this report |
| was printed. ............................................................................................................................. 268 |
| III. Holding or disposal of the shares issued by the Company by its subsidiaries in the previous |
| period to the day this report was printed. ................................................................................ 268 |
| IV. Other supplementary information. .......................................................................................... 268 |
| Nine. The occurrence of events as stated in Subparagraph 2 of Paragraph 3 under Article 36 of the |
| Securities and Exchange Act in the previous period to the day this report was printed that |
| significantly affected the shareholders equity or stock price of the Company. ........................... 268 |
One. A Message to Shareholders Ladies and Gentlemen, Dear Shareholders,
COVID-19 continued to affect the whole world in 2021. Vaccination has not been extensively carried out and as quickly as expected. It was worsened by the new variants of the virus known as Delta and Omicron, to the effect that many countries were compelled to quarantine their cities and cordon the border. The principal product line of Unitech was also hit hard by the pandemic, as quarantine of cities and factories was in effect in some regions and countries. Production schedules of the customers were in disarray. It was echoed with unanticipated sales that the demand for the product has been adjusted downward several times. It was further affected by the shortage in supply of IC and the displacement effect of the integrated use of IC by customers for new models as principal items that made them change the production and sale plans repeatedly, which in turn affected the sale of the Company and smooth shipment. In addition, the prices of materials in 2021 skyrocketed. It was echoed by the strong US Dollar. Under these unfavorable factors in the operation environment, the revenue of the year fell by 9.06%.
Revenue from Rigid-Flex Board fell by 60% in 2021 for 2 main reasons. First of all, the previous models are the wearables. The rebound of the pandemic hit the demand market directly and the overall demand plummeted by 68%. Secondly, the design and development of new products are delayed, as the customers cannot seek a breakthrough in certain technical problems as expected, which in turn delay the progress for 2 quarters of the year. This also affected the overall revenue in 2021.
In 2021, the global sale of motor vehicles was about 81,000,000 units, which was an overall growth of 19%. This helped to bring about growth for Unitech by approximately 21%. Yet, the shortage of supply in IC was still critical that the shipment of some high-end models was hindered. It is expected that the shortage problem of IC could be alleviated in 2022 that automobiles could have a significant level of contribution and growth.
The introduction and growth of HDI NB in 2021 were contributed by the persistent demand for WORK FROM HOME (WFH) that remote work and distance learning emerged as strong demands. The incremental growth of the demand for high-end HDI NB surfaced as the result of the hard work of Unitech in this area. Although this item could not constitute the principal contribution to the Company, it will be promising, as demonstrated by its growth in the initial year of launch.
The whole world will get to coexist with COVID-19 in 2022, followed by the lift of quarantine and resumption to normal lives as vaccination is carried out extensively and a
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number of new drugs have come into being. These will help to boost economic growth. Unitech has a crystal clear policy of development in EV, the launch of the accelerated receiving of the 5G mm wave infrastructure, AI, HPC, and IOT, and has made an effort in the application end of the above high-end products, such as small cell station, AR/VR wearables, IoV, and HPC. Significant progress has been made between Unitech and the customers in a concerted effort. We believe that growth could be achieved as anticipated once the above industries developed into the stage of high growth. As always, Unitech will side with the customers now and in the future, for joint development of the market and solutions for problems. Unitech will provide customers with the best solutions in order to achieve environmental care, sustainable development and the creation of an ecological circle where all participants are winners. The management team of Unitech has mapped out the long-term plan and deployment in 2022 and the few years ahead, and expects to emerge as a major participant in the areas of various types of high-end and advanced products to achieve the goal of stable growth in operation.
2021 Financial and Business Performance
The consolidated revenue of the Company amounted to NT$13.502 billion in 2021, which was a decline of 6.15% from the same period of 2020. Net consolidated income of the same year amounted to NT$242 million, and net consolidated income attributable to the shareholders of the parent company amounted to NT$242 million.
Separate revenue amounted to NT$11.869 billion, which was a decline of 9.06% from the same period of 2020.
2022 Business Plan
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Continue to promote niche items and expand the clientele base for revenue and profit growth.
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(1) There are new production applications for the rigid-flex board and the design is oriented to the higher end. In the future, joint ventures with customers in this area will be intensified in scope and in depth to enhance the utilization rate of production capacity on hand and achieve the profit goal.
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(2) Make a positive effort to develop more customer sources by targeting customers of highend product lines and broaden the scope of cooperation with new customers for more models in joint ventures to enlarge the scope of business with these new customers. Action will be taken to gradually penetrate to different levels of customers with different products in proper balance for stabilizing the sources of customer orders in mid to longterm, and minimize seasonal fluctuation.
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(3) In the wake of the increasing penetration of 5G mmWave year after year, the corresponding industries like high-speed network cards, optical modules, and micro cells also thrived. Unitech will support the customers in the development of new models with the expectation of occupying a good position in high-end product lines alongside the successful development of the industries.
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(4) Well-seasoned in vehicle mounted products, the Company has plenty of high-end automotive high-end electronic parts and components on hand to align with the evolution of the new generation of LEVEL 3 unmanned driving. This is particularly the case in the parts and components for high frequency, high speed, sensor module and EV, which are expected to help to enrich the product portfolios for better profit.
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(5) Entry to LEO satellite supply chain for keeping abreast of the development trend in related industries.
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R&D in product technology: human resources in R&D will be further committed to the development of application technologies for new products, materials, and optimization of product line process. The gravity of development will be the optimization of parameters, development of chemicals in the production process, and special ink relevant with the high frequency, high speed materials, special cooper foil, and the process for mmWave for rapid launch to mass production and satisfy the needs of the customers in special product features and in search for the most competitive manufacturing cost.
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Capacity expansion: Unitech plans to appropriately expand its production capacity to tackle the bottleneck on the basis of the business plan for the year ahead and in line with the market development trend and customer needs for assurance of maximum output and profit.
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Unitech will continue to introduce an automated production process and process leaning plan for the best production efficiency and cost.
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Launch smart production incrementally towards the goal of a smart factory and upgrade the overall competitive power.
Development Strategy in the future Macroeconomic Factors:
The world economic forecast conducted by the IMF in 2021 indicated that the COVID19 variants Delta, Omicron, and the shortage in the supply of IC remained critical to the world. Also, economic recovery started from the trough at the base period of 2020 to a significantly high level of 5.9% growth in 2021, albeit under the spread of COVID-19. This
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was the highest growth in almost 4 decades. However, an economic slowdown comes in 2022 at a growth rate of only 4.4%, further down to 3.8% in 2023. The forecast indicated that until the end of 2022, the prevalent practice of vaccination and the invention of new medications might help to dissipate the influence of Omicron in the second half of 2022. With the lifting of the quarantine and cordons at the borders of most countries, economic recovery will take place. Global economic growth is projected at 4.4%. The growth rate will be 3.9% in developing countries, 4% in the US, 3.9% in the EURO zone, 3.3% in Japan, 4.8% in the newly emerged economies, 4.8% in China, and 9.0% in India. The forecast of the Central Bank indicated that economic growth in Taiwan is projected at 4.03% (while the Directorate-General of Budget, Accounting and Statistics projected at 4.15%).
According to the latest report released by UNCTAD, there are 3 variables that may affect global trade in the next year: the economic growth rate in China is lower than expected, the pressure of inflation, and geopolitical problem. All of the above 3 points will be unfavorable for global trade, which will be critical variables affecting economic growth in 2022.
External Competitive Environment: Demand:
The global economy underwent recovery growth in 2021. It is expected that EV, 5G mmWave, AI, IOT, LEO could enjoy significant growth in 2022. The global economy will resume normally, given the prevalent practice of vaccination and the launch of new medication.
Driven by the sustained growth of EV and the electronic development of unmanned vehicles, the production value of automotive PCB surged. As a veteran in automotive electronics, particularly in the area of high-end products, Unitech has a track record on several generations of new products in many years. As such, Unitech will make use of this advantage to continue expanding to different levels of customers and product lines and keep abreast of the trend of unmanned driving and related business opportunities for stable growth.
The 5G mmWave mobile communication is a new area of extremely high potential. Yet, a series of problems from the transmission of mmWave have to be addressed, from materials to PCB production technology, which is new to the industry. The inherent physical features of mmWave of high fading and low penetration, and the extremely high cost of installation as compared with 4G or SUB 6G, hampered the progress of 5G mmWave development. The GSMA launched the global acceleration plan in 2022 for speeding up 5G mmWave
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technology and application. The mmWave is expected to emerge as the gravity technology of NWC in 2022. Unitech holds that the commercial running of 5G will drive another wave of stunning growth in related industries. From base stations to IOT to terminal wearables, there will be another wave of strong demand for high-end PCB. As always, Unitech sides with the customers in the development of products in new domains, and has already laid its hands on the development of products in 5G mmWave and related industries. When the time 5G mmWave has come at the right moment for commercial running, Unitech is expected to embrace the opportunity of another wave of growth.
Supply:
The growth of PCB was significant worldwide at an unprecedented 23%. HDI was up by 19.4% (PRISMARK) and another high-end item, SUBSTRATES was up by 39.4%, which was a record high. The reason was the significant growth in the demand for 5G, AI, HPC, and automotive products in 2020. The high level in the base period indicated slow growth in 2022, but was still at a normal pace. The growth of PCB in the year is projected at the level of 5.2%, where HDI growth is projected at 5% and SUBSTRATE growth is projected at 11.8%.
After the skyrocketing of raw materials in 2020, most firms in CCL, copper foil board and chemicals shifted the burden to their sale prices. The rising cost took away the margin which was already meager. Most PCB firms elected to shift the cost to the customer end, which helped maintain equilibrium. 2022 was clouded by the Russian-Ukrainian conflict and related transport problems, inflation and oil supply. Growth may not be the same as it was in 2021. Heavy metal prices fell further and the overall uncertainty is still there. Price fluctuation will be a challenge to the operation in 2022. The growth of AI, high-speed computers, 5G, automotive electronics, and EV that made upstream material supply in the PCB upstream material areas of high-speed,high frequency board CCL, PP and copper foil attract ongoing attention. This is particularly the case as the rapid growth in the EV market that the price of copper foil may be pushed further up, which in turn drives up the price of base boards. Further to the element of price, the psychological factor of shortage in material supply and the long lead-time for supply increase the risk of responding to different scenarios. After years of experience in dealing with the unpredictable operation environment, Unitech has mapped out the mechanisms for responding to different scenarios and can maintain close liaison with the customers for updated information on material preparation, and can support the stockpiling mechanisms of the suppliers to provide reliable and safe delivery deadlines. Unitech introduces preliminary design and manufacturing in one step
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right from the beginning of the project delegated by the customers, and can provide the best solutions at the front-end of design in real-time. Unitech can give expert recommendations to the customers in PCB manufacturing and provide the best cost structure and the most reliable logistics support in material supply as part of the total solution in service from the start to the launch of products. This helps to earn the long-term trust of the customers. Unitech has engaged in a long-term collaborative relationship with the customers for mutual prosperity that all participants are the winners.
Corporate Development Strategy:
1. Focus on the profit structure and increase the proportion of niche products in revenue.
(1) Vehicle mounted PCB:
In the advent of unmanned driving at LEVEL 3, the demand for various types of auxiliary sensors surged. It was echoed with the demand for IoV under the 5G environment that the automation control inside the vehicles was also adjusted to a more powerful chip with a stronger computing function. Accordingly, the design of the vehicle-mounted board was also upgraded to the high-end HDI board. This is particularly the case for the wireless communication module for IoV, a smart driving cabin system. The application of high-speed computers for the integration of information in real-time also increases. The demand for high-end chips for these advanced auxiliary driving systems triggered high-end HDI technology development for PCB year after year. It takes a very long lead-time for the development and validation of automotive electronics, which is longer than 3 years in general. Unitech's new joint venture projects and customers have been launched to mass production annually and have become in high demand. This will help the Company in longterm stable development.
(2) High-end HDI Board:
In the wake of the increasing popularity and penetration rate of IC, the HDI technology, which was previously used in smartphones, has been extensively applicable to a much wider array of products year after year. Examples are the 5G mmWave communication system micro cells, vehicle-mounted board, IoV communication module, AR/VR, and high-end NB, which are inclined towards high-end HDI design. Unitech will continue to develop new customers with an advantage in this area to broaden its product lines and customer sources. (3) Rigid-flex board:
Wearables emphasize being light, slim, short, compact, and long-life batteries. The
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inherent features of rigid-flex board are light, slim, high speed in signal transmission, and low dissipation. The absence of a connector gives an advantage in SMT and assembly of this item. The production and manufacturing of right-flex boards are highly sophisticated and singularity is far-fetched. A sizable workforce is required to respond to any change in the production process. In addition, the yield rate of this item cannot be upgraded in a short time and the entrance barrier is comparatively high. With solid foundation in know-how, Unitech promotes rigid-flex board to different areas of product application for broadening its product line. This is particularly the case for wearables. It is expected that after the improvement of the penetration rate of 5G, different forms of applications to different kinds of products will emerge. By then, more product applications will rely on rigid-flex boards, which will be congruent with the development of Unitech in the future.
2. Take caution in the assessment of market trends, and expand the capacity of niche items in line with the change in market demand for maintaining a competitive advantage in the long run;
Upgrading production performance, and introducing automation and AI in production annually.
The development of AI and in-depth learning makes it obvious that smart manufacturing will be the ultimate goal for the development of manufacturing. The production trend in the future must be oriented toward automation and AI for the best performance in production, improvement in productivity, and product stability. Yet, the development of AI still rests on particular items which perform better for simple product lines with high repetition in the process, but not for high-end HDI and the sophisticated rigid-flex board. For the time being, Unitech is just at the stage of AI-support manufacturing for its product lines in the area of smart manufacturing. The equipment and software must be highly customized. As such, the procurement cost is high. Further, smart manufacturing is still in the exploratory and learning phase that Unitech will continue to go for partial automation and observe the progress in the development of different forms of smart manufacturing in the market in order to start with the most feasible item at the right moment, and plan for the production process. Unitech aims at the collection of big data to advanced intelligent learning for its automated inspection and testing equipment for accumulating experience for the time being. Once the more advanced production and manufacturing system is developed properly in the market, Unitech will be able to adjust its production scale in line with the development trend and provide customers with the best quality and solutions.
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3. “Green Unitech, Environmental Sustainability”
Unitech is engaged in ESG action under the 3 fundamental principles of “Green, Friendly, Innovation” in conjunction with its management mechanisms and integrity stance to allow for the balanced development of operation performance, environmental sustainability and social inclusiveness. Unitech will seek to upgrade its environmental protection and value chain management capacity through R&D and innovation in the future. Further to the quest for the best interest of the shareholders and stakeholders in wealth and value creation, Unitech will align with the ESG development trend, and proceed with the ESG action plan to perform its corporate social responsibility in its entirety.
In 2022, Unitech will continue to fortify its value chain with the mindset of integrity and sustainability, and will positively keep abreast of the market trend and opportunities for development to achieve the vision and goal of the Company.
May I ask for your care and support of Unitech as was in the past, and continue to give our management team encouragement and idea.
May I wish you all Good Health and Happiness!
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Two. Company Profile
I. Company Profile:
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(I) Date of incorporation: 1984.12.31
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(II) Company history (as of 2021.04.30):
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December 1984 The Company was officially founded. July 1985 Operation kicked off June 1986 Accredited by CPI(COMPUTER PERIPHERAL INC ) as an exclusive PCB supplier.
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October 1988 Mass production of 8-layer PCB commenced. December 1993 Accredited with ISO 9002 by BSMI. December 1995 Changed the company name into Unitech Printed Circuit Board Corp. April 1997 Accredited with ISO 14001 December 1997 Stocks of the company listed at TWSE for trading. June 1999 Accredited with the UL QS9000 of automotive industry of the USA in international quality system
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December 1999 Capacity expansion at Tucheng Plant No. 2 completed. October 2000 Equipment installation at Tucheng Plant No. 3 completed and launched to operation.
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December 2001 Certified with TL9000 November 2002 6 Sigma & TPM review. October 2003 ERP(Enterprise Resource Planning) launched. December 2003 Summary merger with subsidiary Fulin Co., Ltd. April 2004 Accredited with TS16949 March 2005 Construction of Tucheng Plant No. 4 kicked off (completed on 2006.03.23 and opened to service)
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October 2005 Massive production and shipment of multiple-layer FPCB November 2005 Accredited with OHSAS 18001 (DNV) December 2005 Institution of product assurance system in conformity to the environmental protection requirements of ROHS/WEEE
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June 2006 Accredited with ISO 14001:2004 July 2006 Accredited with Green Asus by ASUS November 2006 Accredited with Sony GP by Sony December 2006 Accredited with the IECQ QC080000 August 2007 Ground breaking for the construction of the photovoltaic energy plant in Lize, Yilan.
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June 2008 Installation of equipment at the photovoltaic energy plant in Lize, Yilan was completed, and operated.
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December 2008 Accredited with TOSHMS: 2007 August 2009 The photovoltaic energy plant in Lize, Yilan. was accredited with ISO9001: 2008 August 2009 Unitech GSM online April 2010 Accredited with TS16949: 2009 May 2010 Accredited by PEGATRON/Unihan in PUreGMS August 2010 The business unit of photovoltaic energy plant in Yilan was spinned off as Yaoxiang Optoelectronics
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August 2010 Ground breaking for the construction of Yilan Plant No. 1 February 2011 Ground breaking for the construction of Yilan Plant No. 2 September 2011 Advocacy of the Corporate Social Responsibility System in conformity to EICC requirement.
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December 2011 Yilan Plant was accredited with e ISO9001: 2008 December 2012 Acquisition of subsidiary Yaoxiang Optoelectronics and establishment of Yilan Branch Company
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| December 2013 | Accredited with ISO50001:2011 |
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| December 2013 | Accredited with IECQ QC080000:2012 revised version |
| January 2015 | Accredited by BSI on CSR reporting of 2013. |
| January 2016 | Accredited by BSI on CSR reporting of 2014. |
| June 2016 | Accredited with Sony GP by Sony |
| November 2016 | Accredited by BSI on CSR reporting of 2015. |
| January 2017 | High -Frequency PCB products accounted for 10% of sale |
| June 2017 | Accredited by BSI on CSR reporting of 2016. |
| December 2017 | Yilan Plant was accredited with ISO9001: 2015 |
| March 2018 | Accredited with IATF16949: 2016 |
| June 2018 | Accredited by BSI on CSR reporting of 2016. |
| June 2018 | Accredited with ISO 14001:2015 revised version |
| December 2018 | Accredited with IECQ QC080000: 2017 revised version |
| June 2019 | Accredited by BSI on CSR reporting of 2016. |
| September 2019 | Establishment of Shanghai Unitech Electronics (Nantong)Co., Ltd. |
| December 2019 | Accredited with ISO50001:2018 revised version |
| May 2020 | Accredited with RBA VAP Silver Award |
| June 2020 | Accredited by BSI on CSR reporting of 2019 |
| June 2021 | Accredited by BSI on CSR reporting of 2020 |
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Three. Report on Corporate Governance
I. Company Organization
(I) Organizational Chart (as of 2022.04.30):
==> picture [699 x 351] intentionally omitted <==
----- Start of picture text -----
Board of Directors
A udit Committee @
Audit Office @
Compensation
Committee @
Chairman @
Legal Affairs
Office @
President
Safety and Healt h
Office @
Executive Vice
President @
P resident Office @
Inf
o
Unit
@
Process Product Quality
@ Business Unit rmation @ Business Unit Administration @ Business Unit Purchasing @ Business Unit Accounting Finance and @ Business Unit Marketing @ Business Unit Engineering Business Unit Maintenance Environment @ Business Unit Production Production @ Business Unit Production @ Business Unit Engineering @ Business Unit Technology @ Business Unit Assurance Yilan Factory @ Company Yilan Branch
@ Control Business @
Office
@ Planning
----- End of picture text -----
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(II) Function of the functional units:
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(1). Audit Committee: assist the Board of Directors to perform its function, and conduct review on:financial statements of the Company, the effectiveness of the internal control system, and material aspects of financial and business operation.
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(2). Compensation Committee: assist the Board of Directors to carry out and assess the overall remuneration and benefit policy of the Company, and the remuneration to the Directors and managers.
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(3). President Office: map out the business objective of the Company, administer the conduct of business and administrative affairs.
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(4). Audit Office: Audit the business operations of the Company and provide recommendations for improvement.
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(5). Safety and Health Office: Advocacy and management of occupational hazard prevention and occupational safety and health.
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(6). Legal Affairs Office: responsible for the review and conduct of legal affairs, and is the law compliance administrative body of the Company.
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(7). Planning Office: Integration and management of operation performance and advocacy and implementation of new business.
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(8). Administration Business Unit: establishment of personnel management system, recruitment and training of human resources, salary and evaluation, and management of plant site, office equipment, company vehicles, and security guards.
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(9). Purchasing Business Unit: The procurement and management of raw materials for the production and manufacturing of the Company.
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(10). Finance and Accounting Business Unit: Allocation of funds, preparation of financial statements, shares registration and investor service, management of investee companies and related matters, bookkeeping, budgeting and account settlement, calculation of production cost and taxation.
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(11). Marketing Business Unit: Development of new customers and the entry and review of related sale agreements, management and tracking of account receivables, product export and related matters, and the management of offshore warehousing.
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(12). Process Engineering Business Unit: production, public facility maintenance and environmental management.
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(13). Environment Maintenance Business Unit: anti-pollution, environmental protection, and energy saving planning.
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(14). Production Business Unit: Management of product manufacturing quality, delivery, and production lines.
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(15). Production Control Business Unit: Design of production plan, coordination of production and sale, warehouse management and bonded area management.
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(16). Production Business Unit: design of new products and the supply of tools and jigs for the production processes.
-
(17). Product Engineering Business Unit: Regulation of production engineering and the standardization of materials and supplies.
-
(18). Technology Business Unit: development of new products and technologies.
-
(19). Quality Assurance Business Unit: Inspection of products, establishment of quality policy, quality regulations and standards.
-
(20). Yilan Factory: The PCB plant of the Company.
-
(21). Information Business Unit: Assessment, planning, development, installation, and maintenance of the computerized system, hardware and equipment of the Company.
-
(22). Yilan Branch Company: The photovoltaic energy business unit of the Company.
~12~
II. Profiles of Directors, President, Vice Presidents, and heads of functions and branches:
(I) Profiles of the Directors
- Name, major work experience (education), adjunct position with the Company and other companies, date of election to (assumption of ) office, tenure, initial date of office, the holding of shares by the Director, spouse, underage children or in the name of a third party:
2022.04.23
| Title | Nationality of place of incorporation |
Name | Age/Gender | Date of election to office |
Tenure | Initial date of office |
Quantity of shareholding at the time of election to office |
Quantity of shareholding at the time of election to office |
Present holding of shares | Present holding of shares | Holding of shares by spouse, underage children at present |
Holding of shares by spouse, underage children at present |
Holding of shares in the name of a third party |
Holding of shares in the name of a third party |
Major work experience (education) |
Adjunct positions with the Company and other companies |
Other officers, Directors, or Supervisors who is a spouse or kindred within the2nd tier. |
Other officers, Directors, or Supervisors who is a spouse or kindred within the2nd tier. |
Other officers, Directors, or Supervisors who is a spouse or kindred within the2nd tier. |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Title | Name | Relation | ||||||||||
| Chairman (Note 1) |
R.O.C. | Kuo-Ling Investment Co., Ltd. |
- | 2021.7.29 | 3 years |
1989.4.18 | 36,950,280 | 5.97 | 36,950,280 | 5.97 | - | - | - | - | None | None | None | None | None | |
ROC |
Representative: Chang Yuan- Min |
Male 41-50 |
2021.7.29 | 3 years |
2012.6.19 | -- |
-- | 966,332 | 0.16 | 0 | 0 | 0 | 0 | Master of Electrical Engineering, Washington University, St. Louis, USA. |
Chairman and Chief Strategy Officer, Unitech Printed Circuit Board Corp. Director of Unitech Electronics International Limited Chairman, Shanghai Unitech Electronics Co., Ltd. Chairman, Shanghai Unitech Electronics (Nantong) Co., Ltd. Director, Da-Tai Investment Co., Ltd. Director, Kuo- Ling Investment Co., Ltd. Director, Hung- Ling Investment Co., Ltd.宏領投 資(股)崷 |
Vice Chairman |
Chang Yuan- Fu |
Brother | ||
| Vice Chairman |
ROC |
Taichung Harbor Warehousing Stevedoring Co.Ltd. |
- | 2018.6.12 | 3 years |
1998.6.22 | 1,225,003 |
0.20 | 655,143 | 0.11 | - | - | - | - | None | None | None | None | None | Dismissed on 2021.7.29, so disclosure is only made till 2021.7.29 |
| Vice Chairman |
ROC |
Kuo-Ling Investment Co., |
- | 2021.7.29 | 3 years |
1989.4.18 | 36,225,765 | 5.97 | 36,950,280 | 5.97 | - | - | - | - | None | None | None | None | None | Appointed on |
~13~
| Title | Nationality of place of incorporation |
Name | Age/Gender | Date of election to office |
Tenure | Initial date of office |
Quantity of shareholding at the time of election to office |
Quantity of shareholding at the time of election to office |
Present holding of shares | Present holding of shares | Holding of shares by spouse, underage children at present |
Holding of shares by spouse, underage children at present |
Holding of shares in the name of a third party |
Holding of shares in the name of a third party |
Major work experience (education) |
Adjunct positions with the Company and other companies |
Other officers, Directors, or Supervisors who is a spouse or kindred within the2nd tier. |
Other officers, Directors, or Supervisors who is a spouse or kindred within the2nd tier. |
Other officers, Directors, or Supervisors who is a spouse or kindred within the2nd tier. |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Title | Name | Relation | ||||||||||
| Ltd. | 2021.7.29 | |||||||||||||||||||
| Vice Chairman |
ROC |
Representative: Chang Yuan-Fu |
Male 41-50 |
2021.7.29 | 3 years |
2012.6.19 | -- |
-- | 3,718,781 | 0.60 | 60,392 | 0.01 |
0 |
0 | Master of Industrial Engineering, University of Southern California MBA, College of Economics Management, National Tsing Hua University MBA, INSEAD |
Vice Chairman and Executive Vice President, Unitech Printed Circuit Board Corp. Director, Taichung Harbor Warehousing Stevedoring Co.Ltd. Director, Unitech Electronics International (HK) Limited Director, Shanghai Unitech Electronics (Nantong) Co., Ltd. Director, Fulltech Fiber Glass Corp. Director, Shang- Ling Investment Co., Ltd. Director, Hung- Ling Investment Co., Ltd.宏領投 資(股)崷 Chairman, Yi Hsu Materials Technology Co., Ltd. Supervisor, Da- Tai Investment Co., Ltd. Supervisor, Kuo- Ling Investment Co., Ltd. Supervisor, Shanghai Unitech Electronics (Nantong) Co., Ltd. Supervisor, Semicon Taiwan |
Chairman |
Chang Yuan- Min |
Brother | |
| Director | ROC | Chen Cheng- Hsiung |
Male 71-80 |
2021.7.29 | 3 years |
2011.3.4 | 5,006,465 | 0.81 | 5,006,465 | 0.81 | 547,989 | 0.09 |
0 |
0 | Graduated from |
Director of Unitech |
None | None | None |
~14~
| Title | Nationality of place of incorporation |
Name | Age/Gender | Date of election to office |
Tenure | Initial date of office |
Quantity of shareholding at the time of election to office |
Quantity of shareholding at the time of election to office |
Present holding of shares | Present holding of shares | Holding of shares by spouse, underage children at present |
Holding of shares by spouse, underage children at present |
Holding of shares in the name of a third party |
Holding of shares in the name of a third party |
Major work experience (education) |
Adjunct positions with the Company and other companies |
Other officers, Directors, or Supervisors who is a spouse or kindred within the2nd tier. |
Other officers, Directors, or Supervisors who is a spouse or kindred within the2nd tier. |
Other officers, Directors, or Supervisors who is a spouse or kindred within the2nd tier. |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Title | Name | Relation | ||||||||||
| Department of Chemistry, National Normal University |
Electronics International Limited Director, Unitech Electronics International (HK) Limited Director, Shanghai Unitech Electronics Co., Ltd. Director, Shanghai Unitech Electronics (Nantong) Co., Ltd. Director, Da-Tai Investment Co., Ltd. Supervisor, Hung-Ling Investment Co., Ltd. Supervisor, Shang-Ling Investment Co., Ltd. Supervisor, Lian-Sheng Investment Co., Ltd. Supervisor, Deh Long Warehousing and Stevedoring Co.,Ltd. |
|||||||||||||||||||
| Director | ROC | Ke Wen-Sheng | Male 51-60 |
2021.7.29 | 3 years |
2012.6.19 | 2,302,800 |
0.37 | 2,302,800 | 0.37 | 0 | 0 | 0 | 0 | PhD, University of London, UK |
Director, Kuo Tu Motors. Independent Director, Thunder Tiger |
None | None | None | |
| Independent Director |
ROC |
Chu Min-Hsien | Male 51-60 |
2021.7.29 | 3 years |
2015.6.26 | 0 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | LLD, National Chengchi University |
Director of Hengying Attorneys-at-law |
None | None | None | |
| Independent Director |
ROC |
Wang Feng- Kuei |
Male 51-60 |
2021.7.29 | 3 years |
2018.6.12 | 0 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | PhD, Institute of Teaching System Technology, Indiana |
Professor of EMBA, Tunghai University Fellow, Asia Pacific Industrial |
None | None | None |
~15~
| Title | Nationality of place of incorporation |
Name | Age/Gender | Date of election to office |
Tenure | Initial date of office |
Quantity of shareholding at the time of election to office |
Quantity of shareholding at the time of election to office |
Present holding of shares | Present holding of shares | Holding of shares by spouse, underage children at present |
Holding of shares by spouse, underage children at present |
Holding of shares in the name of a third party |
Holding of shares in the name of a third party |
Major work experience (education) |
Adjunct positions with the Company and other companies |
Other officers, Directors, or Supervisors who is a spouse or kindred within the2nd tier. |
Other officers, Directors, or Supervisors who is a spouse or kindred within the2nd tier. |
Other officers, Directors, or Supervisors who is a spouse or kindred within the2nd tier. |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Title | Name | Relation | ||||||||||
| University | Analysis Association (APIAA) |
|||||||||||||||||||
| Independent Director |
ROC |
Hsu Wen-Hsin | Female 41-50 |
2021.7.29 | 3 years |
2018.6.12 | 0 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | Lancaster University PhD, Accounting and Finance |
Professor of Accounting, National Taiwan University Independent Director, United Microelectronics Corporation Independent Director, Ant Precision Industry Co., Ltd. Director, Universal Venture Capital Investment Corporation Director, Insurance GuarantyFund |
None |
None | None |
(Note 1) The Chairman and the President or person in an equivalent position are not the same person or spouses or relatives within the first degree of kinship at the end of 2021. Compliant with corporate governance evaluation indicators.
~16~
Table 1: Dominant shareholders of Institutional Shareholders
| April30,2022 | ||
|---|---|---|
| Name of Institutional Shareholder (Note 1) | Major shareholders of Institutional Shareholders (Note 2) |
Proportion of shareholding |
| Kuo-Ling Investment Co., Ltd. | Ocean Rich Enterprises Limited | 28.24 % |
| Hong-Ling Investment Co., Ltd. | 23.53 % |
Note 1: If specific Director or Supervisor is the representative of an Institutional Shareholder, specify the name of the institution.
-
Note 2: Provide the names of the dominant shareholder of this Institutional Shareholders (the top 10 shareholders by proportion of shareholding) and respective proportions of shareholding. If the dominant shareholders are Institutional Shareholders, fill in the table 2 below.
-
Note 3: If the Institutional Shareholder is not a body corporate, the name of the Institutional Shareholder and the proportion of shareholding disclose above shall be the name of benefactor or donor and the proportion of funding or donation (refer to the announcement by the Judicial Yuan). Any donor who has passed away should be marked "Deceased".
Table 2: If the dominant shareholders are institutional shareholders, the dominant shareholders behind these shareholders
| April30,2022 | April30,2022 | |
|---|---|---|
| Name of institution | Dominant shareholders of the InstitutionalShareholders |
Proportion of shareholding |
| Ocean Rich Enterprises Limited | Chang Yuan-Fu | 100 % |
| Hong-Ling Investment Co., Ltd. | Brightstar INTL CO.,LTD. | 38.46 % |
| Song-LingInvestment Co.,Ltd. | 19.07 % |
~17~
- Disclosure of information on the professional qualifications of directors and the independence of independent directors:
| Name | Professional qualifications and experience (Note 1) |
Independence status (Note 2) |
Number of other public companies concurrently serving as an independent director |
|---|---|---|---|
| Chairman Kuo-Ling Investment Co., Ltd. Representative: Chang Yuan-Min |
Master of Electrical Engineering, Washington University, St. Louis, USA. currently as the Chairman and Chief Strategy Officer of the Company; excels at leadership, business judgment, business management, and crisis management; has industry knowledge, an international perspective, and more than five years of work experience. Not under any conditions defined in Article 30 of the CompanyAct |
Except for the individual as a director and his brother Chang Yuan-Fu as a director at some companies under the group, his spouse and relatives within the second degree of kinship are not serving as directors, supervisors, or employees at companies under the group. |
0 |
| Vice Chairman Kuo-Ling Investment Co., Ltd. Representative: Chang Yuan-Fu |
Master of Industrial Engineering, University of Southern California; currently as the Vice Chairman and the Executive Vice President of the company; excels at business judgment, crisis management, and management of enterprises; has more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act |
Except for the individual as a director and his brother Chang Yuan-Min as a director at some companies under the group, his spouse and relatives within the second degree of kinship are not serving as directors, supervisors, or employees at companies under the group. |
0 |
| Director Chen Cheng- Hsiung |
Graduated from Department of Chemistry, National Normal University; excels at business judgment, business management, and crisis management; has industry knowledge, an international perspective, and more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act |
Except for the individual as a director at some companies under the group, his spouse and relatives within the second degree of kinship are not serving as directors, supervisors, or employees at companies under the group. Not under any conditions defined in Article 26-3, paragraphs 3 and 4 of the Securities and Exchange Act, and his spouse and relatives within the second degree of kinship are not serving as directors at the Company. |
0 |
18
| Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act. |
|||
|---|---|---|---|
| Director Ke Wen-Sheng |
PhD, University of London, UK; currently as a director at Kuo Tu Motors and an independent director at Thunder Tiger; has industry knowledge, business judgment ability, international perspective, and more than five years of work experience. Not under any conditions defined in Article 30 of the CompanyAct |
Not under any conditions defined in Article 26-3, paragraphs 3 and 4 of the Securities and Exchange Act, and his spouse and relatives within the second degree of kinship are not serving as directors at the Company. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act. |
1 |
| Independent Director Chu Min-Hsien |
LLD, National Chengchi University; currently as the Director of Hengying Attorneys-at-law; excels at handling legal affairs. As a member of the Company's Audit Committee and the convener of the Compensation Committee. Has more than five years of work experience. Not under any conditions defined in Article 30 of the CompanyAct |
Not under the condition specified in Note 2; compliant to the independence criteria |
0 |
| Independent Director Wang Feng-Kuei |
PhD, Institute of Teaching System Technology, Indiana University; areas of expertise: industry trend analysis, innovation and R&D and management, technological innovation and entrepreneurship, innovation leadership, industry knowledge, and international perspective. Has more than five years of work experience. As a member of the Company's Audit Committee and the Compensation Committee. Has more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act |
Not under the condition specified in Note 2; compliant to the independence criteria |
0 |
| Independent Director Hsu Wen-Hsin |
PhD, Accounting and Finance, Lancaster University; areas of expertise: accounting and |
Not under the condition specified in Note 2; compliant to the independence criteria |
2 |
19
financial management analysis. As the convener of the Company's Audit Committee and a member of the Compensation Committee. Professor of Accounting, National Taiwan University; concurrently as an independent director at United Microelectronics Corporation and Ant Precision Industry Co., Ltd., a director at Universal Venture Capital Investment Corporation and the Insurance Guaranty Fund; has more than five years of work experience Not under any conditions defined in Article 30 of the Company Act
-
Note 1: Professional qualifications and experience: Specify the professional qualifications and experience of individual directors and supervisors. If they are members of the Audit Committee and possess accounting or financial expertise, specify their accounting or financial background and work experience and whether they are under any conditions under Article 30 of the Company Act.
-
Note 2: 1. Not a governmental, juridical person, or its representative as defined in Article 27 of the Company Act.
-
Number of other public companies at which the individual concurrently serves as an independent director is not more than 3.
-
Not under any of the following situations during the two years before being elected and during the term of office:
-
(1) An employee at the Company or its affiliate.
-
(2) A director or a supervisor at the Company or its affiliate.
-
(3) A natural person who holds more than 1% of the outstanding shares issued by the Company by the person, spouse, underage children or in the name of a third party, or among the top 10 shareholders.
-
(4) The spouse, relative within the second or third degree of kinship of the mangers as stated in (1), or persons stated in (2) and (3).
-
(5) A director, supervisor, or employee of an institutional shareholder who directly holds more than 5% of the Company's total issued shares, who are among the top five shareholders, or who designates its representative to serve as a director or supervisor at the Company in accordance with Article 27, paragraphs 1 or 2 of the Company Act.
-
(6) A director, supervisor, or employee at another company where a majority of the Company's director seats or voting shares and those of another company are controlled by the same person.
-
(7) A director (managing director), supervisor, or employee at another company or institution where the Chairman, the President, or person holding an equivalent position of the Company and a person in an equivalent position at another company or institution are the same person or are spouses.
-
(8) Not a director (managing director), supervisor, manager, or shareholder holding 5% or more of the shares of a specific company or institution which has a financial or business relationship with the Company.
-
20
- (9) A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof. However, it does not apply to those who serve as members of the Company's Compensation Committee.
-
Board diversity and independence:
-
(1) The Company gradually implements the board diversity policy in accordance with the Corporate Governance Best Practice Principles to make sure that Board members are in both genders and have diverse professional backgrounds and fields of work. Board members, regardless gender, age, nationality, and culture, are from a variety of professional backgrounds and fields of work, such as law, accounting, industry, finance, marketing, or technology), and have professional skills and industry experience.
-
(2) The nomination and election of members of the Board is governed by the Articles of Incorporation whereby the candidate nomination system is adopted. The Company observes the Corporate Governance Best Practice Principles for assurance of the diversity and independence of the members of the Board.
-
(3) There are seven members on the Board, including three independent directors (including one female independent director).The Board consists of seven directors from different professional backgrounds, covering business management, industrial practice, law, finance, and accounting.
-
(4) The proportions of directors and independent directors who are also employees are 2/7 and 3/7, respectively. The Board duly performs its duty to supervise the operation of the Company and is independent from the Company.
-
Among the Company’s directors, except for Mr. Chang Yuan-Min and Mr. Chang Yuan-Fu who are brothers, all directors (including independent directors) have no spouse or relative within the second degree of kinship on the Board, so we do not violate of Article 26-3, paragraph 3 of the Securities and Exchange Act.
-
The Company has established an Audit Committee to replace supervisors in accordance with the law, so the provisions of Article 26-3, paragraph 4 of the Securities and Exchange Act do not apply.
-
-
(5) Term of independent directors: Two-thirds of them have served for less than three terms, and one-third of them have served for three terms.
21
(6) The implementation of the Board diversity policy is as follows:
| Diverse core competencies Name |
Basic component | Basic component | Basic component | Basic component | Professional knowledge and skills | Professional knowledge and skills | Professional knowledge and skills | Professional knowledge and skills | Professional knowledge and skills | Professional knowledge and skills | Professional knowledge and skills | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nationality | Gender | As an employee concurrently | Age | Length of service as an independent director (3 to 9 years) | Legal affairs | Accounting and financial analysis | Industry knowledge | Business judgment | Business management | Leadership | Crisis management | Industry perspective | |||
| 41–50 years old | 51–60 years old | 71–80 years old | |||||||||||||
| Chairman Chang Yuan- Min |
ROC | Male | v | v | v | v | v | v | v | v | |||||
| Vice Chairman Chang Yuan-Fu |
Male | v | v | v | v | v | v | v | v | ||||||
| Director Chen Cheng- Hsiung |
Male | v | v | v | v | v | v | v | |||||||
| Director Ke Wen-Sheng | Male | v | v | v | v | v | v | v | |||||||
| Independent Director Chu Min-Hsien |
Male | v | v | v | v | ||||||||||
| Independent Director Wang Feng-Kuei |
Male | v | v | v | v | ||||||||||
| Independent Director Hsu Wen-Hsin |
Female | v | v | v | v |
| (7) The specific management objectives and achieving status of the Board diversity policy are as follows: Management objectives Achieving status The number of independent directors exceeds one third of the number of directors Achieved The number of directors who also serve as the Company’s managers should not exceed one-third of that of directors Achieved Independent directorshasnot servedforoverthree terms Achieved Diverse professional knowledge and skills Achieved Atleast onefemalememberontheBoard Achieved |
(7) The specific management objectives and achieving status of the Board diversity policy are as follows: Management objectives Achieving status The number of independent directors exceeds one third of the number of directors Achieved The number of directors who also serve as the Company’s managers should not exceed one-third of that of directors Achieved Independent directorshasnot servedforoverthree terms Achieved Diverse professional knowledge and skills Achieved Atleast onefemalememberontheBoard Achieved |
(7) The specific management objectives and achieving status of the Board diversity policy are as follows: Management objectives Achieving status The number of independent directors exceeds one third of the number of directors Achieved The number of directors who also serve as the Company’s managers should not exceed one-third of that of directors Achieved Independent directorshasnot servedforoverthree terms Achieved Diverse professional knowledge and skills Achieved Atleast onefemalememberontheBoard Achieved |
|---|---|---|
| Management objectives | Achieving status | |
| The number of independent directors exceeds one third of the number of directors |
Achieved | |
| The number of directors who also serve as the Company’s managers should not exceed one-third of that of directors |
Achieved | |
| Independent directorshasnot servedforoverthree terms | Achieved | |
| Diverse professional knowledge and skills | Achieved | |
| Atleast onefemalememberontheBoard | Achieved |
22
- (II) Profiles of the General Manger, Deputy General Managers, Assistant Deputy General Manager, and the heads of the functions and branches Name, major work experience (education), date of election to (assumption of) office, tenure, and the holding of shares by the Director, spouse, underage children or in the name of a third party. 2022.04.022.04.22.04..04.4..23
2022.04.022.04.22.04..04.4..23
| Title | Nationality | Name | Gender | Date of office |
Quantity of | shareholding | Shareholding by spouse, underage children |
Shareholding by spouse, underage children |
Holding of name of a |
shares in the third party |
Major work experience (education) |
Other positions with other companies |
Spouse or next of kind is a manager |
Spouse or next of kind is a manager |
Spouse or next of kind is a manager |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Title | Name | Relation | ||||||||
| President | ROC | Hung Hsien- Ching |
Male |
2017.09.19 | 270,677 |
0.04 | 68,058 | 0.01 | -- | -- | Department of Industrial Engineering, Tunghai University |
Director, Shanghai Unitech Electronics Co., Ltd. |
None | None | None | |
| Chief Strategy Officer |
ROC | Chang Yuan- Min |
Male | 2011.1.26 | 966,332 | 0.16 | -- | -- | -- | -- | Master of Electrical Engineering, Washington University, St. Louis, USA. |
Chairman and Chief Strategy Officer, Unitech Printed Circuit Board Corp. Director of Unitech Electronics International Limited Chairman, Shanghai Unitech Electronics Co., Ltd. Chairman, Shanghai Unitech Electronics (Nantong) Co., Ltd. Director, Da-Tai Investment Co., Ltd. Director, Kuo-Ling Investment Co., Ltd. Director, Hung-Ling Investment Co., Ltd. |
Executive Vice President |
Chang Yuan- Fu |
Brother |
|
| Executive Vice President |
ROC |
Chang Yuan- Fu |
Male | 2016.3.24 | 3,718,781 | 0.60 | 60,392 | 0.01 | -- | -- | Master of Industrial Engineering, University of Southern California MBA, College of Economics Management, National Tsing Hua University MBA, INSEAD |
Vice Chairman, Unitech Printed Circuit Board Corp. Director, Taichung Harbor Warehousing Stevedoring Co.Ltd. Director, Unitech Electronics International (HK) Limited Director, Shanghai Unitech Electronics (Nantong) Co., Ltd. Director, Fulltech Fiber Glass Corp. Director, Shang-Ling Investment Co., Ltd. Director, Hung-Ling Investment Co., Ltd. Chairman, Yi Hsu Materials Technology Co., Ltd. Supervisor, Da-Tai Investment Co., Ltd. Supervisor, Kuo-Ling Investment Co., Ltd. Supervisor, Shanghai Unitech Electronics (Nantong) Co., Ltd. Supervisor, Semicon Taiwan |
Chief Strategy Officer |
Chang Yuan- Min |
Brother |
23
| Executive Vice President |
ROC |
Liao Chi- Ming |
Male | 2016.3.24 | 44,321 | 0.01 | 0 | -- | -- | -- | MBA, National Taiwan University |
None | None | None | None | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Senior Vice President |
ROC |
Chung Shou- Pu |
Male | 2009.1.1 | 141,994 | 0.02 | 22,475 | -- | -- | -- | MBA, National Taiwan University of Science and Technology |
None | None | None | None | |
| Senior Vice President |
ROC |
Chen Hsi- Meng |
Male |
2010.1.1 | 30,796 | -- | 7,362 | -- | -- | -- | Department of Chemical Engineering, University of Chinese Culture |
None | None | None | None | |
| Vice President |
ROC |
Tsai Tung- He |
Male | 2010.1.1 | 344,151 | 0.06 | 22,924 | -- | -- | -- | Electronics Branch, Si Hai Industrial School |
None |
None | None | None | |
| Vice President |
ROC |
Wu Chin- Fang |
Male | 2010.7.1 | 55,906 | 0.01 | -- | -- | -- | -- | Department of Accounting, Feng Chia University |
Supervisor, Shanghai Unitech Electronics (Nantong) Co., Ltd. |
None | None | None | |
| Vice President |
ROC |
Jason Chou |
Male | 2021.1.1 | 30,057 | -- | -- | -- | -- | -- | Master of Business Administration, College of Commerce, National Chengchi University |
None | None | None | None |
24
III. Remunerations to Directors, Supervisors, President, and Vice Presidents in the previous period (2021)
- Remuneration to the Directors and Independent Directors (disclose the name and means of remuneration separately):
2021.12.31, Unit: NT$ thousand
| Title | Name | RemunerationtoDirectors | RemunerationtoDirectors | RemunerationtoDirectors | RemunerationtoDirectors | RemunerationtoDirectors | RemunerationtoDirectors | RemunerationtoDirectors | RemunerationtoDirectors | The sum of A, B, C, and D and as a percentage of net income |
The sum of A, B, C, and D and as a percentage of net income |
Paymentfor holding positions as employees | Paymentfor holding positions as employees | Paymentfor holding positions as employees | Paymentfor holding positions as employees | Paymentfor holding positions as employees | Paymentfor holding positions as employees | Paymentfor holding positions as employees | Paymentfor holding positions as employees | The sum of A, B, C, D, E, F, and G and as a percentage of net income (Note 10) |
The sum of A, B, C, D, E, F, and G and as a percentage of net income (Note 10) |
Payment from direct investment or parent company other than the subsidiaries. |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary (A) | Pension or severance pay (B) |
Remuneration to Directors (C) (Note 1) |
Professional allowances (D) |
Salary, bonus, and special account expense (E) |
Pension and severance pay (F) |
Remuneration to employees (G) (Note 1) |
||||||||||||||||
| The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company | All companies included in the financialstatements |
The Company |
All companies included in the financial statements |
|||||
| Amount of cash |
Amount of stock |
Amount of cash |
Amount of stock |
|||||||||||||||||||
| Chairman | Kuo-Ling Investment Representative Chang Yuan- Min |
0 | 0 | 0 | 0 | 0 | 0 | 275 | 275 | 275 -0.11 |
275 -0.11 |
11,500 | 11,500 | 0 | 0 | 0 | 0 | 0 | 0 | 11,775 -4.86 |
11,775 -4.86 |
None |
| Director | Chen Cheng- Hsiung |
0 | 0 | 0 | 0 | 0 | 0 | 275 | 275 | 275 -0.11 |
275 -0.11 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 275 -0.11 |
275 -0.11 |
None |
| Director | Kuo-Ling Investment Representative Chang Yuan- Fu |
0 | 0 | 0 | 0 | 0 | 0 | 275 | 275 | 275 -0.11 |
275 -0.11 |
7,943 | 7,943 | 0 | 0 | 0 | 0 | 0 | 0 | 8,218 -3.39 |
8,218 -3.39 |
None |
| Director | Ke Wen-Sheng | 0 | 0 | 0 | 0 | 0 | 0 | 275 | 275 | 275 -0.11 |
275 -0.11 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 275 -0.11 |
275 -0.11 |
None |
| Independent Director |
Chu Min- Hsien |
0 | 0 | 0 | 0 | 0 | 0 | 1,475 | 1,475 | 1,475 -0.61 |
1,475 -0.61 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,475 -0.61 |
1,475 -0.61 |
None |
| Independent Director |
Wang Feng- Kuei |
0 | 0 | 0 | 0 | 0 | 0 | 1,475 | 1,475 | 1,475 -0.61 |
1,475 -0.61 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,475 -0.61 |
1,475 -0.61 |
None |
| Independent Director |
Hsu Wen-Hsin | 0 | 0 | 0 | 0 | 0 | 0 | 1,475 | 1,475 | 1,475 -0.61 |
1,475 -0.61 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,475 -0.61 |
1,475 -0.61 |
None |
| 1. Specify the policy, system, standard, and structure of payment to the Directors, the association between the amount of payment and the duties assumed, the risk, the time requirement and related factors: The Company disburses remuneration to Independent Directors in accordance with the Regulations Governing the Remuneration to Directors and Independent Directors covering the items of : professional duties 2. Except as disclosed above, the remuneration for the directors of the Company for providing services to all companies in the financial statements (such as serving as a non-employee consultant at the parent compa None. |
allowance (travelling expense) and fees for attending meetings. ny, all companies in the financial statements, or investees) in the most recent year: |
(Note 1): The Company suffered net loss after taxation in 2021. According to the Articles of Incorporation, there was no remuneration appropriated for employees and Directors in 2021.
25
- The amount of remuneration to the President and Vice Presidents in the previous period (2021) (for disclosure of name in related bracket of the scale of payment): 2021.12.31 021.12.31 21.12.31 .12.31 12.31 .31 1 Unit:nit:t: NT$T$$ thousandhousandousandndd
2021.12.31 021.12.31 21.12.31 .12.31 12.31 .31 1 Unit:nit:t: NT$T$$ thousandhousandousandndd
| Title | Name | Salary(A) | Salary(A) | Pension o | r severance pay (B) |
Bonus and special expense account (C) |
Bonus and special expense account (C) |
amount of remuneration to the employees (D) |
amount of remuneration to the employees (D) |
amount of remuneration to the employees (D) |
amount of remuneration to the employees (D) |
The sum of A, B, C, and D and as a percentage of net income (%) |
The sum of A, B, C, and D and as a percentage of net income (%) |
Payment from direct investment or parent company other than the subsidiaries. |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company | All companies included in the financialstatements |
The Company |
All companies included in the financial statements |
|||||
| Amount of cash |
Amount of stock |
Amount of cash |
Amount of stock |
|||||||||||
| Chief Strategy Officer |
Chang Yuan- Min |
33,873 |
33,909 | 0 | 0 | 18,347 | 18,347 | 0 | 0 | 0 | 0 | 52,220 -21.57 |
52,256 -21.58 |
None |
| President | Hung Hsien- Ching |
|||||||||||||
| Executive Vice President |
Chang Yuan- Fu |
|||||||||||||
| Executive Vice President |
Liao Chi- Ming |
|||||||||||||
| Senior Vice President |
Chung Shou- Pu |
|||||||||||||
| Senior Vice President |
Chen Hsi- Meng |
|||||||||||||
| Vice President |
Tsai Tung- He |
|||||||||||||
| Vice President |
Chin- Fang Wu |
|||||||||||||
| Vice President |
Jason Chou |
26
Scale of payment for remuneration
| Scale | ofpaymentfor remuneration | ofpaymentfor remuneration |
|---|---|---|
| Brackets for payment to President and Vice Presidents of the Company individually |
Name of President and Vice Presidents | |
| The Company | All companies included in the consolidated financial statements |
|
| Less than $1,000,000 | - | - |
| 1,000,000 (inclusive)~$2,000,000 (exclusive) | - | - |
| 2,000,000(inclusive)~$3,500,000 (exclusive) | Tsai Tung-He, Chin-Fang Wu, Jason Chou | Tsai Tung-He, Chin-Fang Wu, Jason Chou |
| 3,500,000 (inclusive)~$5,000,000(exclusive) | Chung Shou-Pu, Chen Hsi-Meng | Chung Shou-Pu, Chen Hsi-Meng |
| 5,000,000 (inclusive)~$10,000,000(exclusive) | Hung Hsien-Ching, Chang Yuan-Fu, Liao Chi- Ming |
Hung Hsien-Ching, Chang Yuan-Fu, Liao Chi-Ming |
| 10,000,000 (inclusive)~$15,000,000(exclusive) | Chang Yuan-Min | Chang Yuan-Min |
| $15,000,000 (inclusive)~$30,000,000 (exclusive) | ||
| $30,000,000 (inclusive)~$50,000,000 (exclusive) | - | - |
| $50,000,000 (inclusive)~$100,000,000 (exclusive) | - | - |
| More than $100,000,000 | - | - |
| Total | 9 | 9 |
3. The Company’s top five managers with the most remuneration (disclose the name and means of remuneration separately):
| me and means of remuneration separately): | |
|---|---|
| 2021.12.31, Unit: NT$ | thousand |
| amount of remuneration to the employees (D) The sum of A, B, C, and D andas a percentage of net income (%) The Company All companies in the financial report (Note 5) The Company All companies included in the financial statements Amount of cash Amount of stock Amount of cash Amount of stock |
Payment from direct investment or parent company other than the subsidiaries. |
| me and means of remuneration separately): | me and means of remuneration separately): | me and means of remuneration separately): | me and means of remuneration separately): | me and means of remuneration separately): | me and means of remuneration separately): | me and means of remuneration separately): | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021.12.31, Unit: NT$ thousand | |||||||||||||
| Name | Salary(A) | Pension or severance pay (B) |
Bonus and special expense account (C) |
amount of remuneration to the employees (D) |
The sum of A, B, C, and D andas a percentage of net income (%) |
Payment from direct investment or parent company other than the subsidiaries. |
|||||||
| The Company |
All companies included in the financial statements |
The Company | All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company | All companies in the financial report (Note 5) |
The Company | All companies included in the financial statements |
||||
| Amount of cash |
Amount of stock |
Amount of cash |
Amount of stock |
||||||||||
| Chang Yuan-Min | 11,500 | 11,500 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 11,500 -4.75 |
11,500 -4.75 |
0 |
| Chang Yuan-Fu | 7,943 | 7,943 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,943 -3.28 |
7,943 -3.28 |
0 |
| Hung Hsien-Ching | 7,874 | 7,874 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,874 -3.25 |
7,874 -3.25 |
0 |
| Liao Chi-Ming | 7,503 | 7,503 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7,503 -3.10 |
7,503 -3.10 |
0 |
Chung Shou-Pu |
4,110 | 4,110 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4,110 -1.70 |
4,110 -1.70 |
0 |
27
2021.12.31 Unit: NT$ thousand
- Names of managers with payment of remuneration to employees and the payment status
| Title | Name | Amount of stock |
Amount of cash |
Total | Sum as percentage of net income after tax (%) |
|
|---|---|---|---|---|---|---|
| Manager | President | Hung Hsien- Ching |
0 | 0 | 0 | 0 |
| Executive Vice President |
Liao Chi-Ming | |||||
| Senior Vice President |
Chung Shou-Pu | |||||
| Senior Vice President |
Chen Hsi-Meng | |||||
| Vice President | Tsai Tung-He | |||||
| Vice President | Chin-Fang Wu | |||||
| Vice President | Jason Chou |
- Total remuneration to the Directors, Supervisors, President, and Vice Presidents in proportion to the net income presented in the Separate Financial Statement:
| Item Title |
Sum of remunerations as percentage of net income after tax | Sum of remunerations as percentage of net income after tax | Sum of remunerations as percentage of net income after tax | Sum of remunerations as percentage of net income after tax |
|---|---|---|---|---|
| 2021 | 2020 | |||
| The Company | All companies included in the financial statements (Note) |
The Company | All companies included in the financial statements (Note) |
|
| Director | -2.28% | -2.28% | -0.38% | -0.38% |
| President and Vice Presidents |
-21.57% | -21.58% | -4.29% | -4.29% |
(Note) Calculation of total remuneration in proportion to net income, and the net income excludes the net worth of minority equity.
The total remuneration to directors in 2021 and 2020 did not include the remuneration to directors for serving as employees concurrently.
- The policy, standard, and components of payment, the procedure of decision, and the association with operation performance and risk in the future:
28
-
(1) The policy, standard, components for remuneration and the procedure for the determination of the amount of payment of the Company is mainly based on related personnel management regulations. The appropriation of earnings as remuneration to the employees and the Directors is based on the Articles of Incorporation subject to the approval of the Compensation Committee and referral to the Board for final approval, and reported to the Shareholders Meeting.
-
The Compensation Committee of the Company evaluates the policy and system of salaries and remunerations to the Directors and the managers in objectivity and professional standing, and gives recommendation to the Board as reference for decision-making.
-
(2) The payment for remuneration is positively associated with operation performance and with reference to the result of the assessment of risks in the future insetting a reasonable level.
29
IV. Status of Corporate Governance:
(I) The function of the Board:
- The directors of the13th Board resigned on July 29, 2021, The Board convened 4 meetings (A) from 2021.1.1–2021.7.29.
The directors’ attendance is specified below: (The 20[th] –23[rd] meeting of the 13[th] Board)
| Title | Name | Actual attendance frequency (as observers) (B) |
Attendance by proxy |
Actual attendance (as observers) rate (%) [B/A] |
Remark |
|---|---|---|---|---|---|
| Chairman | Kuo-Ling Investment Co., Ltd. Representative: Chang Yuan-Min |
4 | 0 | 100% | Old (the 13thBoard) Re-elected on 2021.07.29 |
| Vice Chairman |
Taichung Harbor Warehousing Stevedoring Co.Ltd. Representative: Chang Yuan-Fu |
4 | 0 | 100% | Old (the 13thBoard) Re-elected on 2021.07.29 |
| Director | Chen Cheng-Hsiung | 4 | 0 | 100% | Old (the 13thBoard) Re-elected on 2021.07.29 |
| Director | Ke Wen-Sheng | 4 | 0 | 100% | Old (the 13thBoard) Re-elected on 2021.07.29 |
| Independent Director |
Chu Min-Hsien | 4 | 0 | 100% | Old (the 13thBoard) Re-elected on 2021.07.29 |
| Independent Director |
Wang Feng-Kuei | 4 | 0 | 100% | Old (the 13thBoard) Re-elected on 2021.07.29 |
| Independent Director |
Hsu Wen-Hsin | 4 | 0 | 100% | Old (the 13thBoard) Re-elected on 2021.07.29 |
- The directors of the14[th] Board took office on July 29, 2021, The Board convened 3 meetings (A) from 2021.7.29–2021.12.31.
from 2021.7.29–2021.12.31. |
from 2021.7.29–2021.12.31. |
from 2021.7.29–2021.12.31. |
|||
|---|---|---|---|---|---|
| The directors’attendance is specified below: | (The 1st–3rdmeeting of the 14thBoard) | ||||
| Title | Name | Actual attendance frequency (as observers) (B) |
Attendance by proxy |
Actual attendance (as observers) rate (%) [B/A] |
Remark |
| Chairman | Kuo-Ling Investment Co., Ltd. Representative: Chang Yuan-Min |
3 | 0 | 100% | New (the 14thBoard) Re-elected on 2021.07.29 |
| Vice Chairman |
Kuo-Ling Investment Co., Ltd. Representative: Chang Yuan-Fu |
3 | 0 | 100% | New (the 14thBoard) Kuo-Ling Investment as an institutional director Chang Yuan-Fu as its representative |
| Director | Chen Cheng-Hsiung | 3 | 0 | 100% | New (the 14thBoard) Re-elected on 2021.07.29 |
| Director | Ke Wen-Sheng | 3 | 0 | 100% | New (the 14thBoard) Re-elected on 2021.07.29 |
| Independent Director |
Chu Min-Hsien | 3 | 0 | 100% | New (the 14thBoard) Re-elected on 2021.07.29 |
| Independent Director |
Wang Feng-Kuei | 3 | 0 | 100% | New (the 14thBoard) Re-elected on 2021.07.29 |
| Independent Director |
Hsu Wen-Hsin | 3 | 0 | 100% | New (the 14thBoard) Re-elected on 2021.07.29 |
30
- The Board convened 2 [A] meetings in 2022 (as of 2022.04.30, on which this report was printed). The directors’ attendance is shown below:
| Title | Name | Actual attendance frequency (as observers) (B) |
Attendance by proxy |
Actual attendance (as observers) rate (%) [B/A] |
Remark |
|---|---|---|---|---|---|
| Chairman | Kuo-Ling Investment Co., Ltd. Representative: Chang Yuan-Min |
2 | 0 | 100% | |
| Vice Chairman | Kuo-Ling Investment Co., Ltd. Representative: Chang Yuan-Fu |
2 | 0 | 100% | |
| Director | Chen Cheng- Hsiung |
2 | 0 | 100% | |
| Director | Ke Wen-Sheng | 2 | 0 | 100% | |
| Independent Director |
Chu Min-Hsien | 2 | 0 | 100% | |
| Independent Director |
Wang Feng-Kuei | 2 | 0 | 100% | |
| Independent Director |
Hsu Wen-Hsin | 2 | 0 | 100% |
Additional information:
-
If any of the following applies to the Board in operation, specify the date, the session, content of the motions, opinions of the Independent Directors, and the response of the Company to these opinions:
-
(1) Particulars under Article 14-3 of the Securities and Exchange Act: The Company has established the Audit Committee that the rule under Article 14-3 of the Securities and Exchange Act is not applicable here. For additional information, refer to pages 29–31 of the annual report in the section of the function of the Audit Committee.
-
(2) Further to the above, other resolutions of the Board with adverse or qualified opinions from the Independent Directors with record or in written declaration: None
-
Recusal of the Directors from motions with a conflict of interest. Specify the name of the Directors, the content of the motions, the reasons for recusal from the conflict of interest and participation in voting:
-
(1) The Board meeting on 2021.1.19 (motion No. 2 for discussion):
- The Board proposed to make donations to the Unitech Education Foundation. Chairman Chang Yuan-Min and Vice Chairman Chang Yuan-Fu are next of kin to the Chairman of the foundation” and Independent Director Chu Min-Hsien is a director of the Foundation”, who should recuse from the discussion and voting on this motion. Chairman Chang Yuan-Min appointed Director Chen Cheng-Hsiung to act as the proxy to preside over the meeting. The other Directors in session voted in common consent on the motion as stated.
-
(2) The Board meeting on 2021.5.5 (motion No. 2 for discussion): The Board proposed to make donations to the Taiwan Federation of Commerce. Chairman Chaung Yuan-Ming is the Chairman of the federation, director Chang Yuan-Fu is the next of kin to Chairman Chang Yuan-Min, director Chen Cheng-Hsiung is the representation of KuoLing Investment, who all should recuse from the discussion and voting on the motion. Chairman Chang Yuan-Min appointed director Ke Wen-Sheng as proxy to preside over the meeting.The other directors in session voted in common consent on the motion as stated.
31
- The Company listed at TWSE/TPEx should disclose the frequency and duration of self-evaluation (or peer evaluation) of the Board, the scope of evaluation, method and content of evaluation, and fill in the form below on the pursuit of Board evaluation .
The pursuit of Board evaluation:
| Frequency of evaluation |
Evaluation period | Scope of evaluation |
Method of evaluation |
Content of evaluation |
|---|---|---|---|---|
| Conduct once annually |
Evaluation of the performance from 2021.01.01 to 2021.12.31 |
Board of Directors and individual directors |
Self-evaluation of the Board and self- evaluation of individual directors |
(1) Evaluation of the performance of the Board (Note 1) (2) Evaluation of the performance of individual directors (Note 2) |
-
(Note 1) Evaluation of the performance of the Board: including the degree of participation in the operation of the Company, the quality of decision-making of the Board, the organization and structure of the Board, the election and continuing education of Directors, and internal control.
-
(Note 2) Evaluation of the performance of individual Directors: including the mastery of the corporate objective and mission, understanding of the responsibility of Directors, degree of participation in the operation of the Company, cultivation of internal relation and communication, professional standing and continuing education of the Directors, and internal control.
-
The objective for fortifying the function of the Board in the previous and current period (such as the establishment of Audit Committee and enhancement of information transparency), and the implementation:
-
(1) The Board resolved to institute the “Standard Operation Procedure for Responding to the Requests of Directors” on 2019.03.05 and to set up the position of “Corporate Governance Officer” on 2020.04.28 in order to strengthen the performance of the Board. Head of Finance and Accounting, Vice President Chin-Fang Wu, assumed office as the “Corporate Governance Officer”. She has more than 3 years of experience as an executive in the areas of finance, shares registration and transfer, or corporate governance related affairs.
-
(2) On August 5, 2020, the Board resolved to appoint the Chairman to hold the position of “Chief Strategy Officer” simultaneously for strengthening the performance of the organization and in supporting the corporate governance evaluation system of Taiwan Stock Exchange Corporation.
-
(3) Three seats of the Board have been reserved for Independent Directors as required by law. All the Independent Directors act as the members of the “Audit Committee” and “Compensation Committee”. To assist the Board to enhance the performance of corporate governance and transparency of the remuneration of the Company.
-
(4) The Company has appointed designated personnel to disclose important information. Directors of the Company have received continuing education every year. In 2021, they have received 55.50 hours of training (see table below) for strengthening the function of the Board.
32
| Title | Name | Date of training |
Sponsoring Unit | Session Name | Hours of training |
|---|---|---|---|---|---|
| Chairman | Kuo-Ling Investment Representa tive: Chang Yuan-Min |
2021/09/15 | Taiwan Listed Company Association |
Mergers and Acquisitions and Transformation and Innovation in Taiwan’s Industries |
2 |
2021/10/20 |
The Business Development Foundation of the Chinese Straits |
Forward-Looking Global Industrial and Economic Trends in the Post-Pandemic Era |
3 | ||
| 2021/10/20 | The Business Development Foundation of the Chinese Straits |
Analysis of Integrated Management of Enterprises’ ESG Operations |
3 | ||
| Director | Kuo-Ling Investment Representa tive: Chang Yuan-Fu |
2021/09/15 | Taiwan Listed Company Association |
Mergers and Acquisitions and Transformation and Innovation in Taiwan’s Industries |
2 |
| 2021/10/14 | Taiwan Listed Company Association |
Cross-Strait Economic and Trade Outlook Under the New Situation |
2 | ||
2021/10/20 |
The Business Development Foundation of the Chinese Straits |
Forward-Looking Global Industrial and Economic Trends in the Post-Pandemic Era |
3 | ||
| 2021/10/20 | The Business Development Foundation of the Chinese Straits |
Analysis of Integrated Management of Enterprises’ ESG Operations |
3 | ||
| 2021/12/15 | Taiwan Listed Company Association |
Seizing of New Opportunities for International Development (Only at the top level will you rise above the cloud) |
1.5 | ||
| Director | Chen Cheng- Hsiung |
2021/10/20 | The Business Development Foundation of the Chinese Straits |
Forward-Looking Global Industrial and Economic Trends in the Post-Pandemic Era |
3 |
| 2021/10/20 | The Business Development Foundation of the Chinese Straits |
Analysis of Integrated Management of Enterprises’ ESG Operations |
3 | ||
| Director | Ke Wen- Sheng |
2021/10/20 | The Business Development Foundation of the Chinese Straits |
Forward-Looking Global Industrial and Economic Trends in the Post-Pandemic Era |
3 |
| 2021/10/20 | The Business Development Foundation of the Chinese Straits |
Analysis of Integrated Management of Enterprises’ ESG Operations |
3 | ||
| Independe nt Director |
Chu Min- Hsien |
2021/10/20 | The Business Development Foundation of the Chinese Straits |
Forward-Looking Global Industrial and Economic Trends in the Post-Pandemic Era |
3 |
| 2021/10/20 | The Business Development Foundation of the Chinese Straits |
Analysis of Integrated Management of Enterprises’ ESG Operations |
3 | ||
| Independe nt Director |
Wang Feng-Kuei |
2021/10/20 | The Business Development Foundation of the Chinese Straits |
Forward-Looking Global Industrial and Economic Trends in the Post-Pandemic Era |
3 |
2021/10/20 |
The Business Development Foundation of the Chinese Straits |
Analysis of Integrated Management of Enterprises’ ESG Operations |
3 | ||
| Independe nt Director |
Hsu Wen- Hsin |
2021/04/14 | Taiwan Independent Director Association |
M&A Strategies and Approaches to Business Transformation from the Board's Perspectives |
3 |
| 2021/05/07 | Taiwan Independent Director Association |
In-depth Analysis of the Substantive Meaning of Financial Reports from the Chairperson’s Perspective |
3 | ||
| 2021/10/20 | The Business Development Foundation of the Chinese Straits |
Forward-Looking Global Industrial and Economic Trends in the Post-Pandemic Era |
3 | ||
| 2021/10/20 | The Business Development Foundation of the Chinese Straits |
Analysis of Integrated Management of Enterprises’ ESG Operations |
3 |
33
(II) The gravity of work of the Audit Committee and the pursuit:
-
l Function of the Audit Committee:
-
(1) Institution of or amendment to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
-
(2) Evaluation of the effectiveness of the internal control system.
-
(3) Institution of or amendment to the Procedure for the Acquisition or Disposal of Assets, Engagement in Derivative Trade, Loaning of Fund, Endorsement and Guarantee in favor of a third party, and related procedure of significant financial effect pursuant to Article 36-1 of the Securities and Exchange Act.
-
(4) Items involved with the private interest of the Directors.
-
(5) Important asset trade or derivative trade.
-
(6) Important loaning of funds, endorsement or guarantee.
-
(7) Issuance, offering or private placement of equity securities.
-
(8) The appointment, dismissal and remuneration to Independent Auditors
-
(9) The appointment and dismissal of the head of finance, accounting, or internal audit.
-
(10) Financial statements affixed with the signatures or seals of the Chairman, President, and Chief Accounting Officer.
-
-
(11) Any other forms of materiality defined by the Company or the competent authority.
-
l Gravity of work in the year: The gravity of work of the Audit Committee in this year includes review of the financial statements, evaluation of the effectiveness of the internal control system, matters pertinent to corporate governance, and revision of the internal control system.
-
l The Audit Committee in action: The Audit Committee of the Company is consisted of 3 members.
-
The 1[st] Audit Committee resigned on July 29, 2021. The Audit Committee convened three meetings [A] from 2021.1.1–2021.7.29. The independent directors’ attendance (in a non-voting capacity) is shown as below: (The 18–20 meetings of the 1st Audit Committee)
| Title | Name | Actual attendance (attend as observers) [B] |
Attendance by proxy |
Actual attendance (attend as observers) rate (%) [B/A] |
Remark |
|---|---|---|---|---|---|
| Independent Director |
Chu Min- Hsien |
3 | 0 | 100% | |
| Independent Director |
Wang Feng-Kuei |
3 | 0 | 100% | |
| Independent Director |
Hsu Wen- Hsin |
3 | 0 | 100% |
- The 2[nd] Audit Committee took office on July 29, 2021. The Audit Committee convened two meetings [A] from July 29, 2021–2021.12.31. The independent directors’ attendance (in a nonvoting capacity) is shown below:
(The 1[st] –2[nd] meetings of the 2[nd] Audit Committee)
| Title | Name | Actual attendance (attend as observers) [B] |
Attendance by proxy |
Actual attendance (attend as observers) rate (%) [B/A] |
Remark |
|---|---|---|---|---|---|
| Independent Director |
Chu Min- Hsien |
2 | 0 | 100% | Re-elected on 2021.7.29 |
| Independent Director |
Wang Feng- Kuei |
2 | 0 | 100% | Re-elected on 2021.7.29 |
| Independent Director |
Hsu Wen- Hsin |
2 | 0 | 100% | Re-elected on 2021.7.29 |
34
- The 2[nd] Audit Committee convened two meetings [A] in 2022 (as of 2022.04.30, on which this report was printed). The Audit Committee members’ attendance (in a non-voting capacity) is shown below: (The 3[rd] –4[th ] meetings of the 2[nd] Audit Committee)
| Title | Name | Attendance (in a non-voting capacity) in person [B] |
Attendance by proxy |
Actual attendance (attend as observers) rate (%) [B/A] |
Remark |
|---|---|---|---|---|---|
| Independent Director |
Chu Min- Hsien |
2 | 0 | 100% | |
| Independent Director |
Wang Feng-Kuei |
2 | 0 | 100% | |
| Independent Director |
Hsu Wen- Hsin |
2 | 0 | 100% |
Additional information:
-
For Audit Committee meetings that meet any of the following circumstances, specify the date, session, the content of the proposal, independent directors' objections, reservations, or major suggestions, Audit Committee’ resolution results, and the Company’s response to such opinions.
-
(1) Particulars inscribed in Article 14-5 of the Securities and Exchange Act.
| Date and term/session of the Audit Committee meeting |
Content of the motions | Independent directors' objections, reservations, or major suggestions |
Audit Committee’s resolution results |
The Company’s response to the Audit Committee’s opinions@ |
|---|---|---|---|---|
| 1stterm The 18th session on 2021.01.19 |
1. Donation to “Unitech Education Foundation”. 2. Amendment to the implementation rules for internal audit of the Company. |
None | Approved without objection after the chair consulted all the members present |
The members of the Audit Committee unanimously approved all motions, and the Board of Directors approved all motions as per the Audit Committee’s suggestions. |
| 1stterm The 19th session on 2021.03.30 |
1. 2020 Business Report and Financial Statements of the Company (including consolidated financial statements). 2. The Company switched to the appointment of other CPAs as Independent Auditors in conjunction with the routine job rotation of the CPA firm. 3. Evaluation of the independence of the Independent Auditors and the appointment. 4. The statement of declaration of internal control of the Company. |
|||
| 1stterm The 20th session on 2021.05.05 |
1. Revision of the internal control system and internal audit system of the Company. 2. Donation to the Taiwan Federation of Commerce. |
|||
| 2ndterm | 1. The Company's financial |
35
| The 2nd session on 2021.11.09 |
statements for the 2021 Q3. 2. The Company's 2022 annual audit plan. 3. The replacement of the Company's chief internal auditor. |
|||
|---|---|---|---|---|
| 2ndterm The 3rd session on 2022.01.14 |
1. Proposal for donation to Unitech Education Foundation. |
|||
| 2ndterm The 4th session on 2021.03.30 |
1. 2021 Business Report and Financial Statements of the Company (including consolidated financial statements). 2. Evaluation of the independence of the Independent Auditors and the appointment. 3. The statement of declaration of internal control of the Company. 4. 2022 cash capital increase by way of issuance of new shares. 5. Amendment to the Company's Procedure for the Acquisition or Disposal of Assets. |
- (2) Further to the above, any other motions not passed by the Audit Committee but resolved by more than 2/3 of the Directors for approval: none.
(3) In the 2021 Q2 financial statements (the 1[st] session of the 2[nd] term), independent director Chu Min-Hsien’s extempore motion: Quarterly financial statements should be a motion under Discussions.
The Company's response: From the third quarter of 2021 onwards, the quarterly financial statements are a motion under Discussions and submitted to the Audit Committee for review as per the resolution by the Audit Committee.
-
Recusal of the independent directors from motions with a conflict of interest. Specify the name of the independent directors, the content of the motions, the reasons for recusal from the conflict of interest and participation in voting:
-
(1) Audit Committee meeting on 2021.01.19 (Motion No. 1 under Discussions):
In the motion of donation to “Unitech Education Foundation”, Member Chu Min-Hsien is a Director of the Foundation and should recuse from discussion and voting on the motion, the other members in session voted in common consent in favor of the motion as stated.
(2) Audit Committee meeting on 2022.01.14 (Motion No. 1 under Discussions):
In the motion of donation to “Unitech Education Foundation”, Member Chu Min-Hsien is a Director of the Foundation and should recuse from discussion and voting on the motion, the other members in session voted in common consent in favor of the motion as stated.
-
The communication between Independent Directors and the Chief Internal Auditor and the Independent Auditors (should include the material aspects in finance and business, the means of communication and the result):
-
l Communication between the Independent Directors and Chief Internal Auditor:
-
(1) Present the annual audit plan of the next year at the end of the fiscal period to the Board for approval.
-
(2) Internal audit will be conducted in accordance with the internal audit plan, and present
-
36
the audit report to the Independent Directors for review by the end of the next month followed the last day of audit. The Independent Directors may have query or instruction, and will consult or inform the Chief Internal Auditor.
-
(3) Report to the Board on the pursuit of the annual audit plan once quarterly.
-
(4) The evaluation of the effectiveness of the internal control system, and presentation of the statement of declaration of internal control to the Audit Committee for review.
l Summary of the communications between the Independent Directors and the Chief Internal Auditors:
| Date | Date | Gravity of communication | Recommendation of the Independent Directors andresult |
Recommendation of the Independent Directors andresult |
|
|---|---|---|---|---|---|
| 2021/03/30 | Report on the pursuit of internal audit, 2020 statement ofdeclarationof internalcontrol. |
None | |||
| 2021/05/05 | Report onthe pursuit of internalaudit. | None | |||
| 2021/08/12 | Report onthe pursuit of internalaudit. | None | |||
| 2021/11/09 | Report on the pursuit of internal audit, 2022 Annual AuditPlan |
None | |||
| 2022/03/30 | Report on the performance of internal audit and 2021 statement of internal control. |
None | |||
| Date | Gravity of communication | Recommendation of the Independent Directors and result |
|||
| 2021/03/30 | 1. The Independent Auditors reports on the summary of the issues related to the audit of the 2020 Financial Statements in the briefing. 2. The Independent Auditors reports on the update version of applicablelawsfordiscussionand communication. |
None | |||
| 2021/11/09 | 1. The Independent Auditors reports on the summary of the issues related to the audit of the 2021 Q3 financial statements in the briefing. 2. The Independent Auditors reports on the update version of applicable laws for discussion and communication. |
None |
|||
| 2022/03/30 | 1. The Independent Auditors reports on the summary of the issues related to the audit of the 2021 Financial Statements in the briefing. 2. The Independent Auditors reports on the update version of applicable laws for discussion and communication. |
None |
37
- (III) The pursuit of corporate governance and the variation from the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies, and the reason
and thereason |
||||
|---|---|---|---|---|
| Items for evaluation | Operation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
||
| Yes | No | Summary |
- I. Has the Company instituted its own corporate governance best practice principles in accordance with the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies and made disclosure?
~38~
| Items for evaluation | Operation Status | Operation Status | Operation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such variance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (IV) Has the Company instituted internal rules and regulations prohibiting insiders from using undisclosed information in the market for the trading of securities? |
control over the subsidiaries. (IV) The Company has instituted the “Regulations Governing the Collection and Management of Information in Materiality” for the fair trade in the securities market and establishment of the mechanisms for the processing and disclosure of information in materiality, and for assurance of the timely and accurate disclosure of information. |
TWSE/TPEx-listed Companies. |
||
| III. Composition and Responsibilities of the Board of Directors (I) Has the Board developed its policies in diversity relevant to the composition of the members and has it properly pursued these policies? |
(I) The Company gradually implements the board diversity policy in accordance with the Corporate Governance Best Practice Principles to make sure that Board members are in both genders and have diverse professional backgrounds and fields of work. Board members, regardless gender, age, nationality, and culture, are from a variety of professional backgrounds and fields of work, such as law, accounting, industry, finance, marketing, or technology), and have professional skills and industry experience. The nomination and election of members of the Board is governed by the Articles of Incorporation whereby the candidate nomination system is adopted. The Company observes the Corporate Governance Best Practice Principles for assurance of the diversity andindependence ofthemembers oftheBoard. |
In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. |
~39~
| Items for evaluation | Operation Status | Operation Status | Operation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason forany suchvariance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (II) Has the Company voluntarily established other functional committees further to the establishment of a compensation committee and audit committee? (III) Has the Company established the rules and regulations and the methods for the evaluation of Board performance, and has it conducted performance evaluation at regular intervals of each year? |
There are seven members on the Board, including three independent directors (including one female independent director).The Board consists of seven directors from different professional backgrounds, covering business management, industrial practice, law, finance, and accounting. Implementation diversity of Board members and the specific management objectives and achieving status of the Board diversity policy (See pages 17-18 of the annual report. ) (II) The Company has established the Compensation Committee in 2012 as required by law, and the Audit committee after the convention of the General Meeting of Shareholders in 2018. (III) The Company has instituted the regulations governing the evaluation of performance of the Board in a Board session at the end of each year, and has conducted an evaluation at the end of 2020. The evaluation result was reported to the Board of Directors, and will be used as reference for deciding the remuneration to individual Directors and the nomination for a renewed term of office. (See page 27 of the annual report) |
The Company will establish different functional committees as required for actual operation. In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. |
~40~
| Items for evaluation | Operation Status | Operation Status | Operation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason forany suchvariance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (IV) Has the Company assessed the independence status of the CPAs at regular intervals? |
(IV) The Company regularly (once a year) evaluates the independence of CPAs and formulates assessment indicators with reference to the content of “Integrity, Impartiality, Objectivity, and Independence” of the Bulletin of Norm of Professional Ethics for Certified Public Accountant of the Republic of China No.10 of Article 47 of the Certified Public Accountant Act. (For example: Whether the CPA is involved in significant financial interest or loans with the Company or receives commissions from the Company) We have confirmed that the CPAs and their relatives have no other financial interests and business relationship with the Company except for expenses for audits and tax compliance audits, and they are not the Company’s shareholders nor the Company’s stakeholders. We require the CPAs to provide a statement of independent. The latest assessment results have been submitted to and approved by the Company's Audit Committee meeting and the Board meeting on 2022.3.30. |
In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. |
||
| IV. Has the company listed at the TWSE/TPEx designated a number of qualified personnel and appointed an officer for administering corporate governance (including but not limited to the supply of information for the Directors and Supervisorsinperforming |
The Company resolved in a Board session dated 2020.04.28 to establish the position of Corporate Governance Officer (Vice President Chin-Fang Wu, head of finance and accounting, was appointed to this position) with the appropriate staffing with a number ofcompetent personnelacting as corporate |
In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. |
~41~
| Items for evaluation | Operation Status | Operation Status | Operation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason forany suchvariance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| their duties, holding of meetings for the Board and the Shareholders Meeting and handling related matters, administering company registration and relevant changes, and compilation of the minutes of meetings of the Board and Shareholders Meeting on record)? |
governance staff charged with the duties of corporate governance related works. The function and scope of authority has been explicitly stated in the “Corporate Governance Best Practice Principles of the Company” and covers at least the following content: I. Administering the conventions of the Board and the Shareholders Meeting and related matters. II. Preparation of the minutes of meetings of the Board and Shareholders Meetings on record. III. Assistance to the Directors in continuing education. IV. Supply the materials to the Directors necessary for the performance of their assigned duties. V. Assistance to the Director in law compliance. VI. Any other matters under the Articles of Incorporationofthe Company orthe contracts. |
|||
| V. Has the Company established channels for the communications with the stakeholders (including but not limited to the shareholders, employees, customers, and suppliers), and the section for the shareholders on the official website of the Company to respond to all concerns of the stakeholders on corporate social responsibility? |
The Company has established the spokesman system and appropriately used its official website in setting up a special section of corporate social responsibility and stakeholder relation as the channel for communication. |
In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. |
||
| VI. Has the Company appointed a professional registrar for its Shareholders Meetings? |
The Company has established the “Share Registrar Office” to administer Shareholders Meeting and share registrationand transfer relatedmatters. |
Action will be taken in line with the actual need in operationofthe Company. |
~42~
| Items for evaluation | Operation Status | Operation Status | Operation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason forany suchvariance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| VII. Information Disclosure (I) The Company has installed a website for the disclosure of information on finance, business, and corporate governance. (II) Has the Company adopted any other mean for information disclosure (such as the installation of a website in English language, appointment of designated persons for the collection and disclosure of information on the Company, the proper pursuit of the spokesman system, and the record on institutional investors conference was placed at the official website)? (III) Has the Company disclosed and declared the financial statements within 2 months after the end of the fiscal year, and announced and declared the financial statements covering Q1, Q2, and Q3, and the monthly business reports before the deadline? |
(I) The Company has disclosed information on financial position and operation, and corporate governance in the section of Investor Relation of its official website. With routine update for the reference of the investors. (II) The Company has a Chinese version and English version of its website, and has appointed designated personnel to collect and disclose information in materiality. Information on institutional investors conference will also be posted at the official website. The Company has established the system of spokesperson and acting spokesman as required. (III) The Company has announced and declared the annual financial report and financial statements covering Q1, Q2, and Q3 by designated deadlines. |
In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. Action will be taken in line with the actual need in operation of the Company. |
||
| VIII. Is there any other essential information that would help us to understand the pursuit of corporate governance (including but not limited to employee rights, employee care, investor relations, supplier relations, stakeholder rights, the continuing education of the Directors and Supervisors, the pursuit ofarisk management policy and standard of |
(I) Employee Right: The Company treats the employees in good will at all time and protect their rights under the Labor Standard Act. (II) Employee Care: The Company has established the Employee Welfare Committee and provides benefits to the employees and appropriates funds for the pension reserve of the employees under law. |
In conformity to the Corporate Governance Best Practice Principles for TWSE/TPEx-listed Companies. |
~43~
| Items for evaluation | Operation Status | Operation Status | Operation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason forany suchvariance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| risk assessment, the pursuit of a customer policy, and professional liability insurance coverage for the Directors and Supervisors)? |
(III) Investor relation: The Company has established a Share Registrar Office and spokesman system for responding to the suggestion of the shareholders. (IV) Supplier relation: The Company is on good terms with the suppliers at all time. (V) Stakeholder rights: The Company has instituted the “Regulations Governing Related-Party Transactions” for assurance of recusal from the conflict of interests of the related-parties. (VI) Continuing education of the directors and supervisors: Further to the professional background and industry knowledge, as well as the practical experience in corporate management of the directors, the Company also comply with the requirement of Taiwan Stock Exchange Corporation to provide external training with routine disclosure of related information. (VII) Risk management policy and the pursuit of the risk measurement standard: The Company passed the new “Policies and Procedures for Risk Management” in the Board session dated 2020.11.06, and has established the Risk Management Committee which shall report to the Board once on its operation once annually. (VIII) The pursuit of customer policy: The Company is on good terms with the customers at all time. |
~44~
| Items for evaluation | Operation Status | Operation Status | Operation Status | Variance from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason forany suchvariance |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (IX) Liability insurance for the protection of the directors and supervisors of the Company: The Company has purchased liability insurance for our directors pursuant to Article 25-1 of the Articles of Incorporation, and reported to the Board of the amount insured (US$10 million), scope of coverage, and premium rate in the session dated 2021. 7.8. The insured period expires in July 2022. |
||||
| IX. The state of corrective action taken in response to the corporate governance evaluation result announced by the Corporate Governance Center of Taiwan Stock Exchange Corporation, and the issues requiring special effort for improvement and related measures: 1. The Company ranked among 36%–50% in the most recent annual evaluation. The Company's interim financial statements have been improved, which has been approved by the Audit Committee and submitted to the Board of Directors for discussion and resolution. A meeting agenda handbook in both Chinese and English is uploaded 30 days before a general meeting of shareholders, and an annual report in both Chinese and English is uploaded 16 days before a general meeting of shareholders. 2.Incrementalstepshave beentaken for improvementif required. |
~45~
- (IV) If the Company has established Compensation Committee, disclose the organization, function, and operation:
1. Profiles of the members of the Compensation Committee
Profilesof t |
he membe | rs of the Compensatio | n Committee | |
|---|---|---|---|---|
| Title | Condition Name |
Professional qualifications and experience |
Independence status | Number of companies as members in the Remuneration Committee |
| Independent Director (Convener) |
Chu Min- Hsien |
LLD, National Chengchi University; currently as the Director of Hengying Attorneys- at-law; excels at handling legal affairs. As a member of the Company's Audit Committee and the convener of the Compensation Committee. Has more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act |
Not under the condition specified in Note 3; compliant to the independence criteria |
0 |
| Independent Director |
Wang Feng- Kuei |
PhD, Institute of Teaching System Technology, Indiana University; areas of expertise: industry trend analysis, innovation and R&D and management, technological innovation and entrepreneurship, innovation leadership, industry knowledge, and international perspective. Has more than five years of work experience. As a member of the Company's Audit Committee and the Compensation Committee. Has more than five years of work experience. Not under any conditions defined in Article 30 of the Company Act |
Not under the condition specified in Note 3; compliant to the independence criteria |
0 |
| Independent Director |
Hsu Wen- Hsin |
PhD, Accounting and Finance, Lancaster University; areas of expertise: accounting and financial management analysis. As the convener of the Company's Audit Committee and a member of the Compensation Committee. Professor of Accounting, National Taiwan University; concurrently as an independent director at United Microelectronics Corporation and Ant Precision Industry Co., Ltd., a director at Universal Venture Capital Investment Corporation and the Insurance Guaranty Fund; has more than five years of work experience Not under any conditions defined in Article 30 of the Company Act |
Not under the condition specified in Note 3; compliant to the independence criteria |
2 |
~46~
-
Note 1: Please specify in the table the relevant work experience, professional qualifications and experience, and independence of each member of the Compensation Committee. Please enter “independent director” or “others” (the convener should be indicated).
-
Note 2: Professional qualifications and experience: Specify the professional qualifications and experience of individual members of the Compensation Committee.
-
Note 3: Independence status: Specify that the members of the Compensation Committee meet the independence criteria, including but not limited to whether the individual and spouse and relatives within the second degree of kinship thereof serve as directors, supervisors, or employees of the Company or its affiliates; the number and percentage of the Company's shares held by the individual and spouse and relatives within the second degree of kinship thereof (or by nominee arrangement); whether the individual, spouse, or relatives within the second degree of kinship thereof serve as a director, supervisor, or employee at a company with specific relations with the Company (see provisions of Article 6, paragraph 1, subparagraphs 5 to 8 of the Regulations Governing the Appointment and Exercise of Powers by the Compensation Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange); the amount of remuneration the individual received for providing business, legal, financial, accounting, or other services to the Company or its affiliates in the last two years.
2.Function of the Remuneration Committee
The Compensation Committee evaluates the policy and system of salaries and remunerations to the Directors and the managers in professional standing and objectivity, and gives recommendation to the Board as reference for decision-making. The organization charter of the Compensation Committee has been disclosed at MOPS.
3. Information on the operation of the Remuneration Committee
-
I. The Compensation Committee of the Company is consisted of 3 members.
-
II. Term of the members of the current term: 2021.7.29 to 2024.7.28.
-
III. Information on the operation of the Compensation Committee:
-
Compensation 1. The 4[th] Compensation Committee resigned on July 29, 2021. The Compensation Committee convened one meeting [A] from 2021.1.1–2021.7.29. The members’ attendance is shown as below:
shown as |
below: |
||||
|---|---|---|---|---|---|
| Title | Name | Actual attendance (B) |
Attendance by proxy |
Actual attendance rate (%) (B/A) (Note) |
Remark |
| Convener | Chu Min- Hsien |
1 | 0 | 100% | |
| Members | Wang Feng- Kuei |
1 | 0 | 100% | |
| Members | Hsu Wen- Hsin |
1 | 0 | 100% |
~47~
- The 5[th] Compensation Committee took office on July 29, 2021. The Remuneration Committee convened one meeting [A] from July 29, 2021–2021.12.31. The members’ attendance is shown as below:
| Title | Name | Actual attendance (B) |
Attendance by proxy |
Actual attendance rate (%) (B/A) (Note) |
Remark |
|---|---|---|---|---|---|
| Convener | Chu Min- Hsien |
1 | 0 | 100% | Re-elected on 2021.7.29 |
| Members | Wang Feng-Kuei |
1 | 0 | 100% | Re-elected on 2021.7.29 |
| Members | Hsu Wen- Hsin |
1 | 0 | 100% | Re-elected on 2021.7.29 |
- The Compensation Committee convened once in 2022 (to 2022.04.30 the day on which this report was printed) (A). The attendance of the members is shown below:
| Title | Name | Actual attendance (B) |
Attendance by proxy |
Actual attendance rate (%) (B/A) (Note) |
Remark |
|---|---|---|---|---|---|
| Convener | Chu Min- Hsien |
1 | 0 | 100% | |
| Members | Wang Feng- Kuei |
1 | 0 | 100% | |
| Members | Hsu Wen- Hsin |
1 | 0 | 100% |
| Additional information: 1. If the Board declines to accept or revise the recommendations of the Remuneration Committee, specify the meeting date, the session, the content of the motion, the resolutions of the Board, and the response of the Company to the opinions of the Remuneration Committee (if the Board resolved a higher level of remuneration than the recommendation of the Remuneration Committee, specify the difference and the reason for the difference): None 2. If a specific member of the Remuneration Committee has adverse or qualified opinions on the resolutions of the Remuneration Committee on record or in written declaration, specify the meeting date, the session, the content of the motion, the opinions of all members, and the response to the opinions of the members: nothing like this happened. 3. Summary of the Compensation Committee: Date and session of the Committee Meeting Content of the Report The result of the report from Compensation Committee and the Response of the Company to the opinions of the members The 4th Compensat ion Committee 1. The report on pension payment to Vice President Lee Li-Chun. 1. All members acted in common consent on the motion. 2. The response of the 2. The plan for the payout of year-end bonuses to the mangers in 2020. |
Additional information: 1. If the Board declines to accept or revise the recommendations of the Remuneration Committee, specify the meeting date, the session, the content of the motion, the resolutions of the Board, and the response of the Company to the opinions of the Remuneration Committee (if the Board resolved a higher level of remuneration than the recommendation of the Remuneration Committee, specify the difference and the reason for the difference): None 2. If a specific member of the Remuneration Committee has adverse or qualified opinions on the resolutions of the Remuneration Committee on record or in written declaration, specify the meeting date, the session, the content of the motion, the opinions of all members, and the response to the opinions of the members: nothing like this happened. 3. Summary of the Compensation Committee: Date and session of the Committee Meeting Content of the Report The result of the report from Compensation Committee and the Response of the Company to the opinions of the members The 4th Compensat ion Committee 1. The report on pension payment to Vice President Lee Li-Chun. 1. All members acted in common consent on the motion. 2. The response of the 2. The plan for the payout of year-end bonuses to the mangers in 2020. |
Additional information: 1. If the Board declines to accept or revise the recommendations of the Remuneration Committee, specify the meeting date, the session, the content of the motion, the resolutions of the Board, and the response of the Company to the opinions of the Remuneration Committee (if the Board resolved a higher level of remuneration than the recommendation of the Remuneration Committee, specify the difference and the reason for the difference): None 2. If a specific member of the Remuneration Committee has adverse or qualified opinions on the resolutions of the Remuneration Committee on record or in written declaration, specify the meeting date, the session, the content of the motion, the opinions of all members, and the response to the opinions of the members: nothing like this happened. 3. Summary of the Compensation Committee: Date and session of the Committee Meeting Content of the Report The result of the report from Compensation Committee and the Response of the Company to the opinions of the members The 4th Compensat ion Committee 1. The report on pension payment to Vice President Lee Li-Chun. 1. All members acted in common consent on the motion. 2. The response of the 2. The plan for the payout of year-end bonuses to the mangers in 2020. |
|
|---|---|---|---|
| Date and session of the Committee Meeting |
Content of the Report | The result of the report from Compensation Committee and the Response of the Company to the opinions of the members |
|
| The 4th Compensat ion Committee |
1. The report on pension payment to Vice President Lee Li-Chun. |
1. All members acted in common consent on the motion. 2. The response of the |
|
| 2. The plan for the payout of year-end bonuses to the mangers in 2020. |
~48~
| The 7th session on 2021.01.19 |
3. The plan for the payout of special bonuses to the mangers in 2020. |
Company to the opinions of the Compensation Committee: all the Directors passed the motion in common consent. |
||
|---|---|---|---|---|
| 5thterm 1stsession on 2021.8.12 |
1. Minutes of the last meeting and execution. | 1. All members acted in common consent on the motion. 2. The response of the Company to the opinions of the Compensation Committee: all the Directors passed the motion in common consent. |
||
| 2. Proposal for amendment to the Regulations Governing the Salaries and Bonus to the Managers. |
||||
| 5thterm 2ndsession on 2022.1.14 |
1. Minutes of the last meeting and execution. | 1. Approved by all members. 2. The Company’s response to the opinions of the Compensation Committee: All directors passed the motion in common consent. |
||
| 2. The plan for the payout of year-end bonuses to the mangers in 2021. |
||||
| 3. The plan for the payout of special bonuses to the mangers in 2021. |
~49~
(V) Status of promotion of sustainable development and deviation from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof:
Listed Companies and reasons thereof: |
||||
|---|---|---|---|---|
| Tasks | Implementation (Note 1) | Deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
||
| Yes | No | Summary | ||
| I. Has the Company established exclusively (or concurrently) dedicated units to promote sustainable development, and has the Board of Directors placed personnel at the senior management in charge of the promotion and monitored the promotion? |
The Company has established the ESG Committee under the supervision of the management. Senior officers are responsible for the operation of different terms of the committee, and establish related ESG policy, action plans, and coordinate cross-function works. The committee has reported to the Board on the fulfilling of CSR in the session on 2021.11.9. |
No significant variation |
||
| II. Does the Company follow the principle of materiality in assessing the environmental, social, and corporate governance risk related to its operation, and map out related risk management policy or strategy? (Note 2) |
The Company’s ESG Committee convenes once a year on a scheduled date for performance review, and convenes for discussion of specific issues from time to time. This committee reviews and assess the standards and practices in CSR at regular intervals and controls identified risks for assurance of law compliance. The committee proactively assesses and control risks deriving from operation, financial position, and sustainability and control different uncertain risk factors within tolerable limit through proactive action. |
No significant variation |
||
| III. Environmental Issues (I) Has the Company established an appropriate environmental management system by nature of its industry. |
1. The Company has established the relevant environmental management system in alignment with the characteristics of the PCB industry, and established the ISO14001 environmental management system with complete regulations on environmental protection. We have met competent authorities’ audit standards and the expectations of the public for the Company to give back to society. 2. We have obtained the ISO14001 environmental |
No significant variation |
~50~
| management system certification, and the certificate is valid through 2024.06.13. |
|||||
|---|---|---|---|---|---|
| (II) Is the Company committed to improving the energy use efficiency and using recycled materials with a low impact on the environment? |
The Company spares no effort in reducing water and energy consumption and exercises control over the production process and energy consumption to enhance resource use efficiency. The Company also implements the recycling and reuse of waste liquid containing heavy metals to reduce the emission of pollutants. |
No significant variation |
|||
| (III) Has the Company assessed its present and future potential risks and opportunities of climate change and taken relevant countermeasures? |
The Company alerts the employees of potential risks and the capacity in response to emergency, advocates the energy saving and carbon reduction program, enhance the efficient use of energy, and reduce the emission of carbon for mitigating the impact of climate change on the operation and for assurance of reducing risk to the minimal. Please refer to the CSR report of Unitech at https://csr.pcbut.com.tw/twww/?p=191 |
No significant variation |
|||
| (IV) Does the Company make statistics on greenhouse gas emissions, water consumption, and total waste weight in the past two years, and formulate policies for greenhouse gas reduction, water reduction, or other waste management? |
Please refer to the CSR report of Unitech at https://csr.pcbut.com.tw/twww/?p=215 https://csr.pcbut.com.tw/twww/?p=1154 |
No significant variation |
|||
| IV. Social Issues (I) Has the Company established related management policies and procedures in accordance with applicable laws and the international human rights conventions? |
The Company duly observe applicable labor laws and enforce accordingly to provide different forms of benefits to the employees, and take “Respect humanity and concern for employees” as one vital aspect of its corporate philosophy. We refer to the Responsible Business Alliance (RBA) Code of Conduct and complete disclosure on the Company's website and CSR reports. |
No significant variation |
|||
| (II) Has the Company established and pursued reasonable welfare policies for the employees (including remuneration, holidays, and other benefits), and reflected the |
The Company has made related policies for employee benefits. Additional information is available at the Annual Report (labor-management relation). The salaries and compensation for the employees are in commensurate with the work experience and education |
No significant variation |
~51~
| performance or result of operation on the remunerations to the employees? |
background, professional knowledge and skills, professional seniority and individual performance regardless of gender, race, religion, political stance, marital status, labor union and organization. |
|||
|---|---|---|---|---|
| (III) Has the Company provided safe and healthy work environment for the employees, and education on occupational safety and health for the employees at regular intervals? |
The Company values occupational safety and health of the employees, and provide education on occupational safety and health, training in fire safety, evaluation for the control of work under hazardous environment, and provide adequate protective gears and equipment. Work environment and the safety of employees under protection is described in the Annual Report (labor- management relation). |
No significant variation |
||
| (IV) Has the Company established the plan for the training of effective career development and planning of the employees? |
The Company arranges education and training for the employees annually and provides related personnel to take part in internal and external training. For information on the expenses incurred from related training, refer to the Annual Report (labor-management relation) |
No significant variation |
||
| (V) Has the Company complied with the relevant regulations and international standards and formulated policies for consumer or customer protection and grievance procedures with respect to consumer health and safety, customer privacy, marketing and labeling of products and services? |
The Company has established a customer service unit for responding to customer complaints. The Company has set up a section for “Opinion and Feedback” at its official website for stakeholders to express reasonable opinions. |
No significant variation |
||
| (VI) Has the Company established the supplier management policy to demand suppliers to observe applicable rules and regulations governing environmental protection, occupational safety and health, or labor right, and the state of implementation? |
The Company has included CSR as an integral part in the procedure for the management of suppliers, and evaluates and monitors the practices of the suppliers in the aspect of CSR at regular intervals. |
No significant variation |
||
| V. Does the Company refer to international reporting rules or guidelines to publish |
The Company has been accredited by BSI in AA1000 in category 1 standard evaluation with certificate of declaration: |
No significant variation |
~52~
ESG reports to disclose non-financial the Company conforms to the core options of GRI standard in information of the Company? Have the 2020. abovementioned reports obtained the verification or assurance opinions from third-party certification organizations? VI. If the Company has formulated its own Sustainable Development Best Practice Principles in accordance with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, please describe the difference between its operation and the established Principles: No significant variation VII. Other important information that facilitates the understanding of the efforts in promotion of sustainable development: For additional information, visit the website of the Company (www.pcbut.com.tw)
Note 1: If “Yes” is checked, specify the essential policy, strategy, measures, and implementation. If “No” is checked, specify the differences and reasons in the column of Deviations from Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof, and state a plan to adopt relevant policies, strategies, and measures in the future.
-
Note 2: Principle of materiality refers to issues related to the environment, society, and corporate governance have significant influence on the investors and stakeholders of the Company.
-
Note 3: For disclosure methods, please refer to the Best Practice Examples on the website of the Corporate Governance Center, Taiwan Stock Exchange Corporation.
~53~
- (VI) The Practice of Ethical Corporate Management and Related Policies and Variation From the Ethical Corporate Management Best Practice Principles for TWSE/TPEx-listed Companies, Variation From the Ethical Corporate Management Best Practice Principles for TWSE/TPExlisted Companies
listed Companies |
||||
|---|---|---|---|---|
| Items for evaluation | State of pursuit (Note 1) | Variance from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies , and the reason for any such variance |
||
| Yes | No | Summary |
||
| I. Establishment of Corporate Conduct and Ethics Policy and Implementation Measures (I) Does the company have a clear ethical corporate management policy approved by its Board of Directors, and bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures, and commitment regarding implementation of such policy from the Board of Directors and the top management team? (II) Has the Company developed the mechanisms for the assessment of integrity risk with routine analysis and assessment on business activities exposed to higher integrity risk in the operation basing on which the Company planned for the prevention of unethical practices. The content shall cover at least the preventive measures contained in Paragraph 2 in Article 7 of the “Ethical Corporate Management Best Practice Principles for TWSE Listed and TPEx Listed Companies”? (III) Has the Company established plans for the prevention of unethical practices, and has it specified the operation procedures, code of |
(I) The Company has instituted the “Ethical Corporate Management Best Practice Principles” and the “Ethical Corporate Management Procedure and Code of Conduct” passed by the Board and disclosed at the official website of the Company and MOPS. Directors, Independent Directors, and senior corporate officers at the rank of Vice President and higher have issued the “Declaration of Compliance with the Ethical Corporate Management Policy of Unitech Printed Circuit Board Corp.” (II) The Company has instituted the “Ethical Corporate Management Best Practice Principles” and the “Ethical Corporate Management Procedure and Code of Conduct” and has explicitly stated in the Service Regulations. (III) The Company duly observe the “Ethical Corporate Management Best Practice Principles”, the“Ethical Corporate Management Procedure |
No significant variation No significant variation No significant variation |
~54~
| Items for evaluation | State of pursuit (Note 1) | State of pursuit (Note 1) | State of pursuit (Note 1) | Variance from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies , and the reason for any such variance |
|---|---|---|---|---|
| Yes | No | Summary |
||
| conduct, and punishment for violation, and the system of complaints in the plans and properly implemented these plan with routine review and revision? |
and Code of Conduct”, and “CSR Manual - Ethic Code”, including (1)Business ethics; (2) no unjustified benefits; (3) information transparency; (4) Intellectual property right; (5) fair trade, advertising and competition, and (6) confidentiality of identity. |
|||
| II. Ethical Corporate Management in Practice (I) Whether the company has assessed the ethics records of whom it has business relationship with and include business conduct and ethics related clauses in the business contracts? (II) Has the Company established a designated body directly under the Board for administering ethical corporate management with routine report to the Board (at least once a year) on the pursuit of the ethical corporate management policy and the plans for the prevention of unethical practices, and the supervision of the implementation of these policies? (III) Whether the company has established policies to prevent conflict of interests, provide appropriate communication and complaint channels and implement such policies properly? (IV)Has the Company established effective accounting |
(I) CSR is included in the supplier management procedure under the policy of the Company with routine evaluation and monitoring of the practices of the suppliers in CSR. (II) The “CSR Committee” coordinates the advocacy of the institution and supervision of the pursuit of the ethical corporate management policy and preventive plans. The President acts as the convener of the committee charged with the duties as stated in Article 17 of the “Ethical Corporate Management Best Practice for TWSE/TPEx-listed Companies” and report to the Board on the pursuit of CSR at least once a year usually in the last session of the Board in each fiscal year. (III) The Company prohibits any form of corruption, extortion, blackmail, embezzlement, gratuity, kickback or any other illicit benefits. Each and everyone of the Company has the right to report and inform the Administration Business Unit for investigation. (IV)The Companyhas establishedrelated accounting |
No significant variation No significant variation No significant variation No significant variation |
~55~
| Items for evaluation | State of pursuit (Note 1) | State of pursuit (Note 1) | State of pursuit (Note 1) | Variance from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies , and the reason for any such variance |
|---|---|---|---|---|
| Yes | No | Summary |
||
| system, internal control system, for the proper pursuit of ethical corporate management. Has the internal audit function designed relevant audit plan on the basis of the assessment result of integrity risk for the prevention of unethical practices and compliance of related rules and regulations, or commissioned certified public accountants to conduct audits on unethical practices? (V) Has the Company provided internal and external training ontopics ofbusinessintegrity? |
and internal control system, with internal auditors conduct routine audits. (V) The Legal Affairs Office of the Company provides education forthe employees every year. |
No significant variation |
||
| III. Implementation of Complaint Procedures (I) Has the Company established substantive reporting and reward and punishment system and channels convenient for reporting, and has appointed designated personnel for handling the targets of report? (II) Has the Company established standard operation procedure for responding to reports and complaints, the measures to be taken after the investigation, and related mechanisms for confidentiality ? (III) Has the Company taken any measure for the protection of the informants from suffering undue treatment? |
(I) The Company has instituted the regulations governing the complaints of the employees, and established convenient channels for report and complaints, and appoints Administration Business Unit to respond to all reports and complaints. (II) The Company has instituted the regulations governing the complaints of employees, and keep all cases of complaints in strict confidence. (III) The Company keeps the identity of the informants in strict confidence, and protect the informants from attack, revenge, and other discriminatory treatment. |
No significant variation No significant variation No significant variation |
||
| IV. Enhanced Information Disclosure (I) Does the company disclose its ethical corporate management best practice principles as wellas |
The Company has disclosed the content of its Ethical CorporateManagementBestPracticePrinciples atits |
No significant variation |
~56~
| Items for evaluation | State of pursuit (Note 1) | State of pursuit (Note 1) | State of pursuit (Note 1) | Variance from the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies , and the reason for any such variance |
|---|---|---|---|---|
| Yes | No | Summary |
||
| information about implementation of such guidelines on its website and Market Observation Post System (“MOPS”)? |
official website and MOPS. And had appointed designated personnel to maintain and update the data. |
|||
| V. If the Company has instituted the Ethical Corporate Management Best Practice Principles in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx-listed Companies”, specify the implementation of the principles and any variation, if applicable: (I) The principles in operation and achievement in the year: 1. The Board passed the “Ethical Corporate Management Procedure and Code of Conduct” on 2021.03.30. 2. Directors, Independent Directors, and senior corporate officers at the rank of Vice President and higher have issued the “Declaration of Compliance with the Ethical Corporate Management Policy of Unitech Printed Circuit Board Corp.” 3. The Legal Affairs Office advocates the education for the employees and put together the information on Ethical Corporate Management Best Practice Principles, Ethical Corporate Management Procedure and Code of Conduct and related regulations to remind the employees in their engagement in business activities. (II) No significant variation. |
||||
| VI. Any other important information that help to understand the implementation of the Ethical Corporate Management Best Practice Principles better: (Such as the review and amendment to the Ethical Corporate Management Best Practice Principles ). For additional information, visit thewebsite of theCompany (www.pcbut.com.tw) |
||||
| Note 1: Specify in the field provided on the status of operation whether “yes” or “no” was chosen. |
-
(VII) If the Company has instituted the best practice principles for corporate governance, disclose the means of inquiry: For additional information, visit the website of the Company (www.pcbut.com.tw).
-
(VIII) Any other vital information that helps to understand better the pursuit of corporate governance by the Company: For additional information, visit the website of the Company (www.pcbut.com.tw).
-
The Company has approved to set up the position of Corporate Governance Officer in a Board session dated 2020.04.28 (Vice President ChinFang Wu, head of accounting and finance, was appointed to the position). The continuing education and related training is specified below:
~57~
| Date of training | Provider of training | Content of the courses | Hours of training |
Total hours |
|---|---|---|---|---|
| 2020.10.23 | Taiwan Stock Exchange Corporation | 2020 Corporate Governance and Supervision of EthicalCorporateManagement Conference |
3 hours | 18 hours |
| 2021.01.26 2021.01.27 |
Securities and Futures Institute | Seminar for the Practice of Directors, Supervisors (including Independent Directors) and Corporate Governance Officers. |
12 hours | |
| 2021.03.24 | Taiwan Academy of Banking and Finance | Lecture of Corporate Governance - Post- Pandemic Global Economic Trend |
3 hours | |
| 2022.4.12 | Taiwan Securities Association | Corporate Governance and Transparency of Corporate Financial Information |
3 hours | 12 hours |
| 2022.4.12 | Taiwan Securities Association | Legal Liabilities of False Financial Statements and Insider Trading and Case Study |
3 hours | |
| 2022.4.19 | The Accounting Research and Development Foundation |
The Latest Development of the ESG and the Financial Statement Self-Preparation Policies and Internal Control Management Practices |
6 hours |
Corporate Governance Officer shall receive at least 18 hours of training after assuming this position except for the first time practitioners in this position with 1 years from the day of office (to 2021.04.28), and shall take at least 12 hours of training every year.
~58~
- (IX) The pursuit of internal control system should be disclosed with the following: 1. Statement of Declaration of Internal Control
Unitech Printed Circuit Board Corp.
- Declaration of Internal Control
Date: 2022.03.30
The Company has conducted self-assessment of its internal control system in the period from January 1 to December, 2021 and hereby declares as follows:
-
I. The Company is aware that the Board of Directors and management are responsible for establishing, implementing, and maintaining an adequate internal control system. The purpose it to reasonably ensure the effect and efficiency of operation (including profitability, performance and security of assets), the reliability of financial reporting and the compliance with relevant legal rules.
-
II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.
-
III. The company judges the effectiveness of the internal control system in design and enforcement in accordance with the “Criteria for the Establishment of Internal Control System of Public Offering Companies” (hereinafter referred to as “the Criteria”). The Criteria is instituted for judging the effectiveness of the design and enforcement of internal control system. There are five components of effective internal control as specified in the Criteria with which the procedure for effective internal control are composed by five elements, namely, 1.control environment, 2. Risk Evaluation, 3. Control Operation, 4. Information and Communication, and 5. Monitoring. Each component includes several items. For the said items, please refer to the Regulations.
-
IV. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.
-
V. Basing on the aforementioned audit findings, the company holds that it has reasonably preserved the achievement of the aforementioned goals within the aforementioned period of internal control (including the monitoring over the subsidiaries) as of December 31 2021, including the effectiveness and efficiency in operation, reliability in financial reporting and compliance with relevant legal rules, and that the design and enforcement of internal control are effective.
-
VI. This Statement is an integral part of the Company’s Annual Report and prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
-
VII. The content of this Declaration has been approved by the Board in the session dated 2022.03.30 with the attendance of seven directors in common consent.
Unitech Printed Circuit Board Corp.
Chairman: Chang Yuan-Min (signature)
President: Hung Hsien-Ching (signature)
- Review report on appointment of CPAs to examine the internal control system: None.
59
-
(X) The punishment on the Company and it staff due to the violation of laws, the punishment on Company staff due to the violation of the internal control system in the previous period to the day this report was printed, the major defect and status of corrective action: None.
-
(XI) Major decisions of the Shareholders Meeting and the Board in the previous period to the day this report was printed:
2021 General Meeting of Shareholders
-
Approved the 2020 Business Report and Financial Statement. Status: motion passed.
-
Approved the earnings distribution or deficit compensation in 2020. Execution: A resolution was adopted not to pay out dividends to shareholders this year.
-
Approved the amendment to the Company's Regulations Governing the Election of Directors. Execution: A resolution was adopted to proceed as per the amended regulations.
-
Approved the amendment to the Company's Parliamentary Procedure for Shareholders Meeting. Execution: A resolution was adopted to proceed as per the amended regulations.
-
Election of the directors for the 14th Board of Directors.
List of elected directors: Representative of Kuo-Ling Investment Co., Ltd.: Chang Yuan-Min Representatives of Kuo-Ling Investment Co., Ltd.: Chang Yuan-Fu, Chen Cheng-Hsiung, and Ke Wen-Sheng
List of independent directors: Chu Min-Hsien, Wang Feng-Kuei, and Hsu Wen-Hsin Execution: The change registration was approved by the Ministry of Economic Affairs on August 20, 2021.
-
Approved the removal of the non-compete clause for the newly elected directors and their representatives.
- Status: motion passed.
-
(XII) The summary of adverse opinions of the Directors or Supervisors on the resolutions of the Board with record or in written declaration in the previous period to the day this report was printed: None.
-
(XIII) Resignation or discharge of Chairman, President, Chief Accounting Officer, Chief Financial Officer, Chief Internal Auditor, Corporate Governance Officer, and Chief R&D Officer of the Company in the previous period to the day this report was printed: The head of the Audit Office was originally served by Section Chief Chang Hsi-Hui and taken over by Senior Manager Lin Chung-Shun from November 9, 2021, due to position adjustment.
-
V. Information of audit fee for Independent Auditors
Information on CPAs’ professional fees Unit: NT$ thousand
| Name of CPA Office |
Name of CPA | Audit period |
Audit Fee |
Non-audit Fee |
Total | Remark |
|---|---|---|---|---|---|---|
| KPMG Taiwan | Chuang Chun- Wei |
2021.01.01– 2021.12.31 |
4,500 | 670 | 5,170 | |
| Hsu Ming-Fang |
- (I) The payment to the independent auditors, the CPA office of the independent auditors and its affiliates for non-audit service accounted for more than 1/4 of the audit fee: non-audit fees are service charge for transfer pricing report amounted to NT$500 thousand, translation fee for English Financial Report amounted to $170 thousand, which falls below 1/4 of the of the audit fee.
60
-
(II) Replacement of independent auditors and the payment for audit fee in the year of replacement is less than the year before replacement, disclose the amount paid before and after the replacement, and the reason: None.
-
(III) The audit fee is more than 10% less than the previous period: none.
VI. Information on replacement of independent auditors: None
(I) The predecessor CPAs
| Date of replacement | Passed by the Audit Committee and the Board on 2021.03.30 Applicable toFinancialStatements ofQ1 2021. |
Passed by the Audit Committee and the Board on 2021.03.30 Applicable toFinancialStatements ofQ1 2021. |
Passed by the Audit Committee and the Board on 2021.03.30 Applicable toFinancialStatements ofQ1 2021. |
Passed by the Audit Committee and the Board on 2021.03.30 Applicable toFinancialStatements ofQ1 2021. |
Passed by the Audit Committee and the Board on 2021.03.30 Applicable toFinancialStatements ofQ1 2021. |
|---|---|---|---|---|---|
| Reason for the change | The Company replaced the previous Independent Auditors of Chuang Chun- Wei (CPA) and Wang Ching-Sung (CPA) with Chuang Chun-Wei (CPA) and Hsu Ming-Fang (CPA) in conjunction with the internal job rotation of KPMG Taiwan. |
||||
| Explain if the Client or the CPA terminated or turned down the appointment |
Parties concerned Situation |
CPA |
Client | ||
| Voluntary termination ofthe appointment |
Not applicable | Not applicable | |||
| Turn down (continue) the appointment |
Not applicable | Not applicable | |||
| Auditors’ Reports with opinions other than unqualified opinions in the last 2 years, and the reasons for the opinions. |
Not applicable |
||||
| Different opinions with the issuer |
Yes |
Accounting principles orpractice | |||
| Disclosure of financialstatements | |||||
| Scope orprocedure ofaudit | |||||
| Others | |||||
| None | V | ||||
| Description: (None) | |||||
| Other information (To be disclosures pursuant to part 1- (4)~(7) of Subparagraph 6 under Article 10 of the principles). |
Not applicable |
61
(II) Information on the successor CPA
| (II)Informationonthe successorCPA | |
|---|---|
| Name ofCPAOffice | KPMGTaiwan |
| Name ofCPA | Chuang Chun-Wei, CPA;HsuMing-Fang, CPA |
| Date ofappointment | Applicable tofinancialstatements ofQ1 2021. |
| Consultation and result of possible audit opinion deriving from the accounting method or accounting principles and financial statement on designated transactions before the appointment. |
Not applicable, CPAs are in routine job rotation. |
| Written opinions of the successor CPAs different from the predecessor CPAs. |
Not applicable, CPAs are in routine job rotation. |
-
(III) Reply of the predecessor CPAs on particular inscribed in part 2 and part 1- (3) of Subparagraph 6 under Article 10 of the principles: note applicable.
-
VII. The Chairman, General Manager, the managers in charge of finance or accounting who has been employed by the CPAs office of the independent auditors or its affiliates in the previous period: None.
-
VIII. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent in the previous period to the day this report was printed: None
. The Chairman, General Manager, the managers in charge of finance or accounting who has been employed by the CPAs office of the independent auditors or its affiliates in the previous period: None. I. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent in the previous period to the day this report was printed: None |
. The Chairman, General Manager, the managers in charge of finance or accounting who has been employed by the CPAs office of the independent auditors or its affiliates in the previous period: None. I. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent in the previous period to the day this report was printed: None |
. The Chairman, General Manager, the managers in charge of finance or accounting who has been employed by the CPAs office of the independent auditors or its affiliates in the previous period: None. I. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent in the previous period to the day this report was printed: None |
. The Chairman, General Manager, the managers in charge of finance or accounting who has been employed by the CPAs office of the independent auditors or its affiliates in the previous period: None. I. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent in the previous period to the day this report was printed: None |
. The Chairman, General Manager, the managers in charge of finance or accounting who has been employed by the CPAs office of the independent auditors or its affiliates in the previous period: None. I. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent in the previous period to the day this report was printed: None |
. The Chairman, General Manager, the managers in charge of finance or accounting who has been employed by the CPAs office of the independent auditors or its affiliates in the previous period: None. I. Any transfer of equity interests and/or pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent in the previous period to the day this report was printed: None |
|---|---|---|---|---|---|
| (1)Transfer andpledge of equityshares Unit:share |
|||||
| Title | Name | 2021 | 2022 up to April 23, 2022 | ||
| Changes in the quantity of shares held |
Changes in quantity of shares pledged |
Changes in the quantity of shares held |
Changes in quantity of shares pledged |
||
| Chairman | Kuo-Ling Investment Co., Ltd. |
0 | 0 |
0 |
0 |
| Representative: Chang Yuan-Min |
0 | 0 |
0 |
0 |
|
| Vice Chairman |
Taichung Harbor Warehousing Stevedoring Co.Ltd. (Dismissed after the election on 2021.7.29, so only the information up to 2021.7.29 is disclosed) |
0 |
0 |
- |
- |
| Kuo-Ling Investment Co., Ltd. (Elected in the election on 2021.7.29) |
0 | 0 |
0 |
0 |
|
| Representative: Chang Yuan-Fu |
0 | 0 |
0 |
0 |
|
| Director | Chen Cheng-Hsiung | (90,000) | 0 |
0 |
0 |
| Director | Ke Wen-Sheng | 0 | 0 |
0 |
0 |
| Independent Director |
Chu Min-Hsien | 0 | 0 |
0 |
0 |
| Independent Director |
Wang Feng-Kuei | 0 | 0 |
0 |
0 |
62
| Title | Name | 2021 | 2021 | 2022 up to April 23, 2022 | 2022 up to April 23, 2022 |
|---|---|---|---|---|---|
| Changes in the quantity of shares held |
Changes in quantity of shares pledged |
Changes in the quantity of shares held |
Changes in quantity of shares pledged |
||
| Independent Director |
Hsu Wen-Hsin | 0 | 0 |
0 |
0 |
| Manager | Hung Hsien-Ching | 0 | 0 |
0 |
0 |
| Manager | Liao Chi-Ming | 0 | 0 |
0 |
0 |
| Manager | Chen Hsi-Meng | 0 | 0 |
0 |
0 |
| Manager | Chung Shou-Pu | 0 | 0 |
0 |
0 |
| Manager | Chin-Fang Wu | 0 | 0 |
0 |
0 |
| Manager | Tsai Tung-He | 0 | 0 |
0 |
0 |
| Manager | JasonChou | 0 | 0 | 0 | 0 |
(2) The counterparties of equity share transfer by the Directors, Supervisors, managers, and dominant shareholders are related-parties: None
(3) The counterparties the pledge of equity share transfer by the Directors, Supervisors, managers, and dominant shareholders are related-parties: None
IX. The top 10 shareholders by shareholding who are related-party, spouse, next of kind to one another:
another: |
another: |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| April 23,2022 | ||||||||||
| Name (Note 1) |
Shares held by myself | Shareholding by spouse, underage children |
Shares held in the name of a third party in total |
If the top 10 shareholders by shareholding who are related-party, spouse, next of kind to one another, specify the names and relations. (Note 3) |
Remark | |||||
| Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Quantity of shareholding |
Proportion of shareholding |
Name (or Title) |
Relation | |||
| Kuo-Ling Investment Co., Ltd. |
-- | 36,950,280 | 5.97% | -- | -- | Chen Shu- Chu |
Chairperson of the Company |
|||
| Chang Ping-Chao |
Director of the Company |
|||||||||
| Chang Yuan-Min |
Director of the Company |
|||||||||
| Chang Yuan-Fu |
Supervisor of the Company |
|||||||||
| Kuo-Ling Investment Co., Ltd. Representative: |
Chen Shu- Chu |
1,493,162 | 0.24% | 6,187,875 | 1.00% | -- | -- | Chang Ping-Chao |
Spouse | |
| Chang Yuan-Fu |
Mother and son |
|||||||||
| Chen Cheng- Hsiung |
Elder sister and younger brother |
|||||||||
| Shang-Ling Investment Co., Ltd. |
-- | 18,154,144 | 2.93% | -- | -- | -- | -- | Chang Ping-Chao |
Chairperson of the Company |
|
| Chen Shu- Chu |
Director of the Company |
|||||||||
| Kuo-Ling Investment Co., Ltd. |
Director of the Company |
|||||||||
| Chang Yuan-Fu |
Representative of the company |
|||||||||
| Chen Cheng- Hsiung |
Supervisor of the Company |
|||||||||
| Shang-Ling Investment Co., |
Chang Ping- |
6,187,875 | 1.00% | 1,493,162 | 0.24% | -- | -- | Chang Yuan-Min Chang Yuan-Fu |
Father and son | |
| Ltd. Representative: |
Chao | Kuo-Ling Investment Co.,Ltd. |
Director of the Company |
63
| Chen Cheng- Hsiung |
Relative by marriage |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Song-Ling Investment Co., Ltd. |
-- | 8,886,428 | 1.44% | -- | -- | -- | -- | Shang-Ling Investment Co., Ltd. |
Supervisor of the Company |
|
| Song-Ling Investment Co., Ltd. Representative: |
Liao Ying- Huei |
-- |
-- | -- | -- | -- | -- | -- | -- | |
| Special account of Vanguard Newly Emerged Market Stock Index Fund in custody American Bank |
-- | 8,173,880 | 1.32% | -- | -- | -- | -- | -- | -- | |
| Advanced Starlight Advanced Aggregate International Stock Index in the Custody of Chase Bank |
-- | 7,947,956 | 1.28% | -- | -- | -- | -- | -- | -- | |
| Chang Ping- Chao |
-- | 6,187,875 | 1.00% | 1,493,162 | 0.24% | -- | -- | Chang Yuan-Min Chang Yuan-Fu |
Father and son | |
| Chen Cheng- Hsiung |
Relative by marriage |
|||||||||
| Kuo-Ling Investment Co., Ltd. |
Director of the Company |
|||||||||
| Shang-Ling Investment Co., Ltd. |
Chairperson of the Company |
|||||||||
| Chen Cheng- Hsiung |
-- | 5,006,465 | 0.81% | 547,989 | 0.09% | -- | -- | Chang Ping-Chao |
Relative by marriage |
|
| Chen Shu- Chu |
Elder sister and younger brother |
|||||||||
| Shang-Ling Investment Co.,Ltd. |
Supervisor of the Company |
|||||||||
| Labor Pension Fund (New Scheme) |
-- | 3,858,580 | 0.62% | -- | -- | -- | -- | -- | -- | |
| Chang Yuan-Fu | -- | 3,718,781 | 0.60% | 60,392 | 0.01% | -- | -- | Chang Ping-Chao |
Father and son | |
| Chen Shu- Chu |
Mother and son | |||||||||
| Chang Yuan-Min |
Brother | |||||||||
| Kuo-Ling Investment Co., Ltd. |
Supervisor of the Company |
|||||||||
| Shang-Ling Investment Co.,Ltd. |
Representative of the company |
|||||||||
| Lu Yu-Chen | -- | 3,400,000 | 0.55% | -- | -- | -- | -- | -- | -- |
Note 1: List out all the top 10 shareholders. For institutional shareholders, list out the names of the shareholders and the representatives respectively.
Note2: The proportion of shareholding shall be calculated on the basis of the holding by the shareholder, in the name of spouse, children who are minors, and in the name of a third party in totality.
Note3: The aforementioned list of shareholders shall include institutional shareholders and natural persons, with the disclosure of relation in accordance with the Regulations Governing the Preparation of
64
Financial Reports by Securities Issuers.
Note 4: The above numbers of shares held was based on those on the book closure date on April 23, 2022.
- X. The quantity and proportion of shares held by the Directors, Supervisors, managers, and direct or indirect controlled entities of the Company on particular company in aggregate.
Unit: share; % December 31, 2021
| Direct Investment (Note) |
Investment of the Company | Investment of the Company | Investment of the Directors, Supervisors, Managers and direct or indirect controlled entities |
Investment of the Directors, Supervisors, Managers and direct or indirect controlled entities |
Overall investment | Overall investment |
|---|---|---|---|---|---|---|
| Quantity of shareholding |
Proportion of shareholding. |
Quantity of shareholding |
Proportion of shareholding. |
Quantity of shareholding |
Proportion of shareholding. |
|
| UNITECH(BVI) | 3,750 | 100.00% |
--- | --- | 3,750 | 100.00% |
| UNITECH(HK) | 5,000,000 | 6.1% |
77,000,100 | 93.9% | 82,000,100 | 100.00% |
| Da-Tai Investment Co., Ltd. |
82,000,000 | 100.00% |
--- | --- | 82,000,000 | 100.00% |
| Fulltech Fiber GrassCorp. |
0 | 0 |
57,733,620 | 13.47% | 57,733,620 | 13.47% |
Note: Long-term investment of the Company accounted for under the equity method.
65
Four. Offering of shares of raising capital
I. Source of capital stock
(I) Type of shares
(I) Type of |
shares |
shares |
shares |
shares |
|---|---|---|---|---|
| Unit: share Book closure date on April 23,2022 |
||||
| Types of shares |
Stated capital | Remark | ||
| Outstanding shares (listed at TWSE) |
Unissued shares | Total | ||
| Common shares |
619,407,175 shares | 80,592,825 shares | 700,000,000 shares | The Company has stated capital of NT$7,000,000,000 under the Articles of Incorporation |
(II) Formation of capital stock
| Year month |
Issuing price (NTD) |
Stated capital | Stated capital | Paid-incapital | Paid-incapital | Remark | Remark | Remark |
|---|---|---|---|---|---|---|---|---|
| Quantity of shareholding |
Amount | Quantity of shareholding |
Amount | Sources of capital stock | Investment in kind with other assets other than cash |
Others | ||
| 1984.12 | 10 | 12,000,000 | 120,000,000 |
9,600,000 |
96,000,000 |
Founding |
None | --- |
| 1986.1 | 10 | 12,000,000 | 120,000,000 |
12,000,000 |
120,000,000 |
Raised capital of $24,000 thousand through offering new shares |
None | --- |
| 1987.1 | 10 | 15,000,000 | 150,000,000 |
15,000,000 |
150,000,000 |
Raised capital of $30,000 thousand through offering new shares |
None | --- |
| 1989.6 | 10 | 19,500,000 | 195,000,000 |
19,500,000 |
195,000,000 |
Capitalization of retained earnings into new shares amounting to $45,000 thousand |
None | --- |
| 1991.4 | 10 | 60,000,000 | 600,000,000 |
42,000,000 |
420,000,000 |
Raised capital of $145,000 thousand through offering new shares Capitalization of retained earnings into new shares amounting to $80,000 thousand |
None | --- |
| 1995.5 | 10 | 60,000,000 | 600,000,000 |
60,000,000 |
600,000,000 |
Raised capital of $180,000 thousand through offering new shares |
None | --- |
| 1996.11 | 20 | 150,000,000 | 1,500,000,000 | 100,671,100 |
1,006,711,000 | Raised capital of $220,000 thousand through offering new shares Capitalization of retained earnings into new shares amounting to $186,711 thousand |
None | --- |
| 1997.7 | 10 | 150,000,000 | 1,500,000,000 | 140,000,000 |
1,400,000,000 | Capitalization of retained earnings into new shares amounting to $292,617,900 Capitalization of capital surplus into new shares amounting to $100,671,100 |
None | --- |
| 1998.9 | 82 | 320,000,000 | 3,200,000,000 | 237,800,000 |
2,378,000,000 | Raised capital of $400,000,000 through offering new shares Capitalization of retained earnings into new shares amounting to $454,800,000 Capitalization of capital surplus into new shares amounting to $123,200,000 |
None |
--- |
| 1999.7 | 10 | 320,000,000 | 3,200,000,000 | 299,200,000 |
2,992,000,000 | Capitalization of retained | None | --- |
66
| earnings into new shares amounting to $304,860,000 Capitalization of capital surplus into new shares amounting to $309,140,000 |
||||||||
|---|---|---|---|---|---|---|---|---|
| 2000.7 | 10 | 344,750,000 | 3,447,500,000 | 344,750,000 |
3,447,500,000 | Capitalization of retained earnings into new shares amounting to $186,220,000 Capitalization of capital surplus into new shares amounting to $269,280,000 |
None | --- |
| 2001.10 | 10 | 500,000,000 | 5,000,000,000 | 362,141,200 |
3,621,412,000 | Capitalization of retained earnings into new shares amounting to $4,580,000 Capitalization of capital surplus into new shares amounting to $169,332,000 |
None | --- |
| 2003.12 | 10 | 500,000,000 | 5,000,000,000 | 356,055,200 |
3,560,552,000 | Reduced treasury shares amounting to $60,860,000 |
None | --- |
| 2005.10 | 10 | 500,000,000 | 5,000,000,000 | 381,783,215 |
3,817,832,150 | Capitalization of retained earnings into new shares amounting to $85,760,050 Capitalization of capital surplus into new shares amounting to $171,520,100 |
None | --- |
| 2006.9 | 10 | 500,000,000 | 5,000,000,000 | 404,863,725 | 4,048,637,250 | Capitalization of retained earnings into new shares amounting to $230,805,100 |
None | --- |
| 2008.2 | 10 | 500,000,000 | 5,000,000,000 | 420,883,140 |
4,208,831,400 | Conversion of convertible bonds into common shares $160,194,150 |
None | --- |
| 2008.8 | 10 | 500,000,000 | 5,000,000,000 | 448,291,247 |
4,482,912,470 | Capitalization of retained earnings into new shares amounting to $274,081,070 |
None | --- |
| 2011.1 | 10 | 500,000,000 | 5,000,000,000 | 444,170,247 |
4,441,702,470 | Reduced treasury shares amounting to $41,210,000 |
None | --- |
| 2011.3 | 10 | 500,000,000 | 5,000,000,000 | 449,747,711 |
4,497,477,110 | Conversion of convertible bonds into common shares $55,774,640 |
None | --- |
| 2011.6 | 10 | 600,000,000 | 6,000,000,000 | 549,747,711 |
5,497,477,110 | Raised capital of $1,000,000,000 through issuing new shares |
None | --- |
| 2011.7 | 10 | 700,000,000 | 7,000,000,000 | 579,029,399 |
5,790,293,990 | Conversion of convertible bonds into common shares $292,816,880 |
None | --- |
| 2013.1 | 10 | 700,000,000 | 7,000,000,000 | 571,793,399 |
5,717,933,990 | Reduced treasury shares amounting to $72,360,000 |
None | --- |
| 2013.8 | 10 | 700,000,000 | 7,000,000,000 | 569,118,399 |
5,691,183,990 | Cancellation of treasury shares amounting to $26,750,000 |
None | --- |
| 2014.11 | 10 | 700,000,000 | 7,000,000,000 | 566,318,399 |
5,663,183,990 | Reduced treasury shares amounting to $28,000,000 |
None | --- |
| 2015.11 | 10 | 700,000,000 | 7,000,000,000 | 555,965,399 |
5,559,653,990 | Reduced treasury shares amounting to $51,110,000 Reduced treasury shares amounting to $52,420,000 |
None | --- |
| 2017.1 | 10 | 700,000,000 | 7,000,000,000 | 540,018,399 |
5,400,183,990 | Reduced treasury shares amounting to $100,000,000 Reduced treasury shares amounting to $59,470,000 |
None | --- |
| 2017.5 | 10 | 700,000,000 | 7,000,000,000 | 540,028,369 |
5,400,283,690 | Conversion of convertible bonds to common shares $99,700 |
None | --- |
| 2017.8 | 10 | 700,000,000 | 7,000,000,000 | 543,747,201 |
5,437,472,010 | Conversion of convertible bonds to common shares $37,188,320 |
None | --- |
| 2017.11 | 10 | 700,000,000 | 7,000,000,000 | 544,295,555 |
5,442,955,550 | Conversion of convertible bonds to common shares |
None | --- |
67
| $5,483,540 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2018.2 | 10 | 700,000,000 | 7,000,000,000 | 600,999,060 |
6,009,990,600 | Conversion of convertible bonds to common shares $567,035,050 |
None | --- |
| 2018.4 | 10 | 700,000,000 | 7,000,000,000 | 607,261,936 |
6,072,619,360 | Conversion of convertible bonds to common shares $62,628,760 |
None | --- |
| 2018.8 | 10 | 700,000,000 | 7,000,000,000 | 619,407,175 |
6,194,071,750 | Capitalization of retained earnings into new shares amountingto$121,452,390 |
None | --- |
(III) Information on the overall declaration system: note applicable. II. Component of shareholders
Book closure date on April 23, 2022
| Structure of shareholders Quantity |
Government institutions |
Financial institutions |
Other institutions | Foreign institutions and foreign nationals |
Individuals | Total |
|---|---|---|---|---|---|---|
| Number of shareholders |
3 | 6 | 174 | 118 | 92,659 | 92,960 |
| Quantity of shares held |
3,858,592 | 2,411,948 | 71,514,005 | 37,215,502 | 504,407,128 | 619,407,175 |
| Proportion of shareholding. |
0.62% | 0.39% | 11.55% | 6.01% | 81.43% | 100.00% |
III. Dispersion of equity 1. Common shares
NT$10/share; book closure date on April 23, 2022
| Level of shareholding | Number of shareholders | Quantity of shareholding | Proportion of shareholding |
|---|---|---|---|
| 1to 999 | 32,631 | 2,925,971 | 0.47% |
| 1,000 to 5,000 | 42,406 | 95,988,017 | 15.50% |
| 5,001to10,000 | 9,277 | 74,280,482 | 11.99% |
| 10,001 to 15,000 | 2,814 | 35,775,072 | 5.78% |
| 15,001 to 20,000 | 2,022 | 37,945,667 | 6.13% |
| 20,001to 30,000 | 1,484 | 38,214,168 | 6.17% |
| 30,001 to 40,000 | 681 | 24,582,021 | 3.97% |
| 40,001to 50,000 | 459 | 21,647,667 | 3.50% |
| 50,001 to 100,000 | 736 | 52,915,531 | 8.54% |
| 100,001 to 200,000 | 264 | 37,042,478 | 5.98% |
| 200,001 to 400,000 | 106 | 28,929,484 | 4.67% |
| 400,001 to 600,000 | 34 | 17,050,952 | 2.75% |
| 600,001to 800,000 | 5 | 3,555,934 | 0.57% |
| 800,001 to 1,000,000 | 11 | 9,755,171 | 1.58% |
| More than 1,000,001 | 30 | 138,798,560 | 22.40% |
| Total | 92,960 | 619,407,175 | 100.00% |
2. Preferred shares: none
IV. List of Dominant Shareholders (Shareholders holding more than 5% of the outstanding shares or among the top 10 shareholders by ratio of equity in holding)
| Shareholding Name of dominant shareholders |
Quantity of shareholding | Proportion of shareholding |
|---|---|---|
| Kuo-Ling Investment Co., Ltd. | 36,950,280 | 5.97% |
| Shang-Ling Investment Co., Ltd. | 18,154,144 | 2.93% |
| Song-Ling Investment Co., Ltd. | 8,886,428 | 1.44% |
| Special account of Vanguard Newly Emerged Market Stock Index Fund in custody American Bank |
8,173,880 |
1.32% |
| Advanced Starlight Advanced Aggregate International Stock Index in the Custody of Chase Bank |
7,947,956 | 1.28% |
| Chang Ping-Chao | 6,187,875 | 1.00% |
| Chen Cheng-Hsiung | 5,006,465 | 0.81% |
| Labor Pension Fund (New Scheme) | 3,858,580 | 0.62% |
| Chang Yuan-Fu | 3,718,781 | 0.60% |
| Lu Yu-Chen | 3,400,000 | 0.55% |
68
Note: The above numbers of shares held was based on those on the book closure date on April 23, 2022. V. Market price, net value, earnings (loss) per shares and related information in the last 2 years
Unit: NTD/1,000 shares
| Item | Year | Year | 2020 |
2021 | Current year up to 2022.03.31 |
|---|---|---|---|---|---|
| Market price per share (Note 1) |
High | 34.15 | 24.75 | 21.8 | |
| Low | 15.4 | 16.05 | 17.15 | ||
| Average | 24.04 | 20.75 | 18.75 | ||
| Net value per share (Note 2) |
Cum-dividend | --- | --- | --- | |
| Ex-dividend | --- | --- | --- | ||
| Earnings per share (Note 3) |
Weighted average number of shares | 619,407 | 619,407 | 619,407 |
|
| Earnings per share |
Retroactive to cum-dividend | (2.32) | (0.39) | (0.40) | |
| Retroactive to ex-dividend | --- | --- | --- | ||
| Dividend per share |
Cashdividend | --- | --- | --- | |
| Stock dividend |
Stock dividend from capitalization of retained earnings |
--- | --- | --- | |
| Stock dividend from capitalization of capital reserve |
--- | --- | --- | ||
| Unpaid dividend in accumulation | --- | --- | --- | ||
| Analysis of ROI | Price/earnings ratio (Note 4) | --- | --- | --- | |
Price/dividend ratio (Note 5) |
--- | --- | --- | ||
| Cash dividendyield rate(Note6) | --- | --- | --- |
*In the event of allotment of shares in capitalization of earnings or capital surplus, the market price and cash dividend retrospectively adjusted as per the number of outstanding shares shall be disclosed.
Note 1: List the highest and lowest market prices of ordinary shares in each year, and the average market price in each year is calculated based on the transaction value and volume for each year.
Note 2: Please enter the information based on the number of outstanding shares at the end of the year and the distribution resolved by the Board of Directors or the shareholders' meeting in the following year.
Note 3: If retrospective adjustment is required due to stick dividends to be distributed, the earnings per share before and after adjustment shall be listed.
Note 4: Price/earnings ratio = Average closing price per share for the year / earnings per share.
Note 5: Price/dividend ratio = Average closing price per share for the year / cash dividend per share.
Note 6: Cash dividend yield = Cash dividends per share / average closing price per share for the fiscal year.
Note 7: The net worth per share and earnings per share should be entered based on the data in the most recent quarter up to the publication date of the annual report audited (reviewed) by the CPAs; other fields shall be entered with the information in the year up to the publication date of the annual report.
-
VI. Dividend policy and implementation
-
Dividend Policy
According to the Articles of Incorporation of the Company, the Board shall resolve to appropriate 1 ~5% of the earnings of the Company, where applicable, as remuneration to the employees and no more than 3% as remuneration tot he Directors. However, the Board shall appropriate for loss carried forward from the previous period, followed by the appropriation of the remainder of the surplus in the aforementioned ratios.
If there is a surplus from account settlement in the year, the Company shall appropriate for the payment of applicable taxes and covering carryforward loss, followed by the appropriation of 10% as mandatory reserve, and the appropriation or reversal of special reserve under applicable legal rules or the requirement of the competent authority. The remainder shall be pooled up with the undistributed earnings carried forward from the previous period. The Board shall then map out a proposal for the distribution of the earnings and present to the Shareholders Meeting for approval of payment as dividend to shareholders.
The dividend policy is based on the surplus for dividend policy in light of the need in business development and expansion, in line with the long-term financial planning of the Company for sustainability and stable corporate development. This is mainly based on the capital budgeting and the capital requirements in subsequent years of the Company where the retained earnings will be used to finance subsequent capital requirement. Only the surplus by then will be paid as dividend.
69
The distribution process is specified below:
-
(1) Optimal capital budgeting.
-
(2) Decision on adequate fund for meeting the financing need of the aforementioned capital budgeting.
-
(3) Decision on using the retained earnings to finance the amount of capital requirement as mentioned (the amount short could be filled by raising new capital by offering new shares or issuing corporate bonds).
-
(4) Specific proportion of the remainder should be retained for operation need, followed by payment as dividend to shareholders.
- The payment of stock dividend will be conditioned by the state of capital utilization whereby an appropriate ratio between cash dividend and stock dividend for the year will be mapped out of which cash dividend shall account for 50~100% while stock dividend shall account for 50~0% of the total dividend.
-
Dividend resolved to pay in this year: None.
-
Anticipated change in dividend policy at significant level: None.
-
VII. Influence of stock dividend planned to pay out as resolved by this General Meeting of Shareholders on the operation performance and financial position of the Company: not applicable.
VIII. Remuneration to the employees and Directors
-
Percentage or scope of remuneration to the employees and Directors as inscribed in the Articles of Incorporation of the Company: as specified in VI. Note to Dividend Policy.
-
The basis of estimating the amount of remuneration to the employees and Directors in current period, the basis for the calculation of the quantity of shares for release to employees and the accounting treatment of the difference of the estimated amount and the actual amount paid: the amount of remuneration to the employees and Directors is based on the earnings before taxation in current period, multiply by the percentage as inscribed in the Articles of Incorporation. In case of discrepancy between the actual amount paid and the estimated amount, the difference will be recognized as the profit or loss in the year of payment.
-
The resolution of the Board in effecting remuneration:
-
(1) Amount of remuneration to the employees and Directors in the form of cash or stock. .If there is a discrepancy between the estimated amount in the year of recognition, disclose the amount difference, the reason, and the response to the situation: The Company did not have any plan for remuneration to the employees and Directors in 2020. This rule is not applicable to this context.
-
(2) The amount of remuneration to the employees in stock in proportion to the net income stated in the Separate Financial Statement and the ratio to the total amount of remuneration to the employees:The Company did not have any plan for remuneration to the employees in stock in current period. This rule is not applicable to this context.
-
The remuneration effected in favor of the employees, Directors, and Supervisors in the previous period (including the quantity of shares released, the amount and stock price), and the difference from the amount recognized for remuneration to employees, Directors, and Supervisors, the reason for the difference and the response to the situation: None.
IX. The Company repurchased the shares it issued: None
X. Issuance of corporate bonds (including offshore corporate bonds): None
XI.Issuance of preferred shares: None
XII.Participation in the issuance of overseas depository receipts: None
70
XIII.Issuance of employee stock options: None
XIV. Issuance of restricted employee new shares:None
XV. Acquisition or acceptance of assigned new shares from other companies: None
XVI. The Implementation of the fund utilization plan: None
71
Five. Operation Highlight
I. Content of business
-
(I) Scope of Business
-
Summary content of principal business
-
(1) Manufacturing and trading of multi-layer PCB, HDI PCB, Rigid-Flex PCB.
-
(2) Distribution, import and export of domestic and foreign manufacturers of the above products.
-
Carrying items of the Company in proportion to the overall business
-
(1) Product: Double-side PCB, multi-layer PCB
| (2 | )Proportion to operation: Unit: NT$thousand; % |
)Proportion to operation: Unit: NT$thousand; % |
)Proportion to operation: Unit: NT$thousand; % |
|---|---|---|---|
| Item name | Revenue in 2021 | Proportion to overall business |
|
| Double-side PCB |
280,102 | 2.36% |
|
| 4-layer PCB | 1,962,736 | 16.54% |
|
| 6-layer PCB | 2,468,205 | 20.79% |
|
| 8-layer PCB | 2,006,155 | 16.90% |
|
| 10-layer + PCB |
5,008,438 | 42.20% |
|
| Others | 143,820 | 1.21% |
|
| Total | 11,869,456 | 100% |
-
New items in planning of development
-
(1) PTFE antennae board development.
-
(2) Small cell PCB development.
-
(3) AR/VR FPCB development.
(II) Industry Outlook
- Industry Outlook and Prospect
As per Taiwan Printed Circuit Association’s (TPCA’s) research data, the output of the PCB industry across the Taiwan Strait in 2021 amounted to NT$817.8 billion (roughly US$29.308 billion), an increase of 17.5% from NT$696.3 billion in 2020. The annual growth rate was in double digits again after 2010. The output value has reached the NT$800 billion mark for the first time, hitting a record high. and has been growing for five consecutive years. The percentage of PCB production by Taiwanese businesses in mainland China is around 63.4%.
Looking ahead to 2022, it was originally expected that the penetration rate of 5G mobile phones and electric vehicles will continue to expand under the policy of coexistence with the pandemic, which would be conducive to economic recovery. It was optimistically estimated that the total output value of Taiwanese businesses at home and abroad would grow by 6.5%, to continue to hit new highs in the output value of the PCB industry on both sides of the Taiwan Strait. However, the outbreak of the Russo-Ukrainian War has made it difficult to predict the market supply and consumer demand. Thus, the specific market changes remain to be observed.
- Association of upstream, midstream and downstream industries
PCB is the fundamental component for computer, information, communication, consumer electrics, industrial control board, and medical devices and the design, quality and performance of which affect the reliability and market competitiveness of electronic products in market. The structure of its upstream, midstream and downstream industries is shown below:
72
==> picture [470 x 429] intentionally omitted <==
----- Start of picture text -----
Brominated Glass Roving
Film
Epoxy Resin Cloth
Upstream
Film
Substrate Material Double-side PCB FPC
Etching Plating Soldermask Dry film PCB production
liquid Chemicals equipment
Midstream Single Sided Double Sided Multilayer Rigid-Flex Soft Plate
Board Board PCB PCB
Downstream
Phenolic resin Paper Insulating Copper Foil Bis-phenol A Epichlorohydrin Glass Roving Polyimide Polyester resin
Equipment Peripheral Computer and Telecommunications Products Industrial Electronics Consumer Instruments Precision Industry Aerospace Industry Defense
----- End of picture text -----
Source: ITRI, Materials Research Laboratories
3. Competition and development trend of the industry
In the wake of the development of 5G, AIoT, and HPC technologies worldwide, HDI design of PCB applies much wider scope further to portable and wearables market, and a large proportion advanced to high-end HDI, HDI FPCB, and Substrate-like PCB and SLP.
The prevalence of 5G triggered the rise of IoV that the automotive industry continues its trend in the development of electric car and smart car, which in turn drove up the proportion of electronic parts for vehicles. As such, the design for ADAS, Lidar, vehicle-mounted lens with the use of HDI PCB, or high frequency PCB continue to upgrade.
In addition, the emerging low-orbit satellites in recent years has made up for the inadequacy of existing network communications in areas where communications are still unavailable and provided the opportunity to realize the last bit of full network communications, which is also an emerging market for high density interconnect (HDI) products.
In the development of the diversified application in the design of HDI PCB, low-end HDI is already in the red sea market. To the contrast, HDI and HDI FPCB, and substrate-like PCB market still has high entrance barrier such as quality, capital and management. Currently, it is still the game of the bigger is getting bigger.
73
(III) Technology and R&D
- Expenditures on R&D in the previous period to the day this report was printed
Unit: NT$ thousand
| Item | 2021 | 2022/3/31 |
|---|---|---|
| R&D expense | 64,470 | 14,061 |
| Revenue | 11,869,456 | 3,303,711 |
| R&D expense in proportion to revenue (%) |
0.54% |
0.43% |
- Technologies or products successfully developed in the previous period to the day this report was printed.
| Year | Productname | Note to theresult ofdevelopment |
|---|---|---|
| 2021 | 1. Notebook display module development 2. Satellite communication receiver development 3. 4D imagingradar development |
1. Differentiation in niche market 2. Diversification of products 3. Improvement to product gross profit |
| 2022/3/31 | 1. Satellite product series development 2. AR/VRproduct series development |
Diversification of products |
-
(IV) Long and short-term business development plan 糎
-
Short-term business development plan
-
(1) Development of new market and new customers for HDI.
-
(2) Development of High Frequency PCB business.
-
(3) Development of HDI Rigid-Flex Board business.
-
(4) Development of Substrate-Like PCB (SLP) business.
-
Long-term business development plan
-
(1) Development of High-speed transmission special purpose PCB business.
-
(2) Development of Vehicle-mounted special purpose PCB business
-
(3) Development of slim embedded PCB business.
II. Market, production and sale
-
(I) Market Analysis
-
Regions of sale for main items
| Unit: NT$thousand; % | Unit: NT$thousand; % | Unit: NT$thousand; % | |
|---|---|---|---|
| Region | Year |
2021 | |
| Sale amount | % | ||
| Export | America | 3,420,225 | 28.82% |
| Southeast Asia | 2,018,217 | 17.00% |
|
China |
3,237,266 | 27.27% | |
| Others | 2,574,371 | 21.69% |
|
| Subtotal | 11,250,079 | 94.78% | |
| Domestic sale | 619,377 | 5.22% |
|
| Total | 11,869,456 | 100.00% |
74
2. Market Share
Unitech has been concentrated at the R&D and manufacturing of HDI PCB technology, and even further concentrated at the development of high-end HDI, and HDI FPCB technologies in the last few years. Unitech has about 4% of the share of the HDI PCB market with Microvia technology worldwide.
3. Supply and demand in market in the future and growth
As per IDC, a market survey organization, the global smartphone shipments reached 1.35 billion units in 2021, an annual growth rate of 5.7%. As per a survey by JWinsights, as the global pandemic is gradually brought under control and the capacity and supply issues are alleviated, it is estimated that the global smartphone shipments will reach 1.4 billion units in 2022. .
DIGITIMES estimated that the global shipment of 5G mobile phones in 2021 was roughly 530 million units, with an annual growth rate of nearly 80%, of which Apple's 5G mobile phone shipments accounted for around 30%, ranking first in 5G mobile phone shipments. The StrategyAnalytics believed that 5G mobile phones will continue to grow in 2022, accounting for two-thirds of global smartphone shipments.
As per a survey by TrendForce, notebook (laptop) shipments in 2021 reached 246 million units, hitting a record high. However, it is estimated that as the global pandemic is slowing down and the demand for remote work and stay-at-home economy declines, notebook shipments in 2022 will decline to 237 million units, an annual decrease of 3.3%.
According to IDC, the global wearable device shipments in 2021 totaled 533 million units, a 20% increase from 2020, of which Bluetooth earphones accounted for about two-thirds of the shipments, ranking top. DeloitteGlobal predicted that the global shipments of smart watches and patches will be around 320 million in 2022 and will grow to around 440 million in 2024.
According to Counterpoint's survey, the global VR/AR shipments were about 11 million units in 2021. It is estimated that there will be many new businesses selling relevant products in 2022. It is optimistic that the VR/AR helmet shipments will reach 30 million units, an annual increase of 173%. TrendForce estimated more conservatively that AR/VR device shipments will be roughly 14.19 million units in 2022, an annual growth of 43.9%.
According to the recent estimates by the above market survey organizations about various products in 2022, after the outbreak of the Russo-Ukrainian War, the sanctions by various countries on Russia may result in a decrease in supply and may also worsen the increasingly serious inflation issue and impact consumers’ willingness to consume. It is expected that the market estimates will be revised downward moderately in the future.
4. Competitive Edge
- (1) An outstanding management team
The management team has more than 30 years of experience in working as a team in concerted effort, and is specialized in enhancing production efficiency, improvement of process, upgrade of product quality and yield rate,and reducing cost, and will continue to development new products for further enrichment of its capacity.
- (2) Technology innovation over time:
Observation of the changes in the industrial environment, assessment of its core capacity of the organization, meeting the needs of the customers, and conduct technology innovation over time. The Company continues to introduce economic production process, develop new products, and assure its advantage in competition.
- (3) High quality production technology:
The Company spares no effort to cut down the cost of production, upgrade output efficiency, maintain sound quality, and bolster competitive power.
75
- (4) International marketing capacity:
The products were sold worldwide. The Company is on good terms with many worldrenowned big firms, and will continue to bolster international marketing and service capacity for assurance of customer satisfaction.
-
Factors favorable and unfavorable for development in the future, and the responding policy: (1) Favorable factors
-
A. Enlargement of the scope of applications for HDI, and FPCB (such as wearable smart devices, smart cars, smart voice assistant, Bluetooth headset, Notebook computer, and LEO satellites).
-
B. Upgrade the technology level of HDI (e.g.: level 3, level 4, free layer of HDI, HDI FPCB, free layer of HDI FPCB) with high entrance barrier.
-
C. The stable management team is good for the competition in the industry.
-
-
(2) Unfavorable factors
- A. Keen competitive price
Response:
-
(a) Continue to develop high-end HDI, HDI FPCB, free layer HDI FPCB and SLP.
-
(b) Develop new market and new customers.
-
(c) Upgrade the capacity of cost control.
-
B. The rise of supply chain in Mainland China.
Response:
-
(a) Improve the process capacity of high-end HDI for better yield rate.
-
(b) Intensify the economy of scale.
-
(c) Strengthening of management capacity.
-
C. The influence of COVID-19 and the Russo-Ukrainian War on the demand and supply in market
Response:
-
(a) Reduce the cost of production and operating expense.
-
(b) Develop new market and new customers.
-
D. Rise of material prices triggered price surge in copper foil and base board. Response:
-
(a) Reduce the cost of production and operating expense.
-
(b) Reflect to cost to the customers for raising the sale price.
(II) Primary function of main items and production process
- Primary function of main items
Classification of Primary function main items Double-side PCB[Automotive electronics, computer peripherals, consumer ] electronics Network communication, automotive electronics, consumer Multi-layer PCB electronics, industrial electronics, computer and peripherals.
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==> picture [470 x 522] intentionally omitted <==
----- Start of picture text -----
2. Production process
SOLDER RESIST
COPPER FLASH
CUT MATERIAL COATING
DRY FILM LASER DRILL
IMMERSION
GOLD
ETCHING ELECTROLESS
PLATING
MARKING
A. O. I
MICRO VIA
PLATING
ROUTING
BROWN OXIDE
DRY FILM
LAMINATE O/S TEST
PATTERN
DRILLING QA
PLATING
ELECTROLESS
ETCHING PACKING
PL ATING
----- End of picture text -----
(III) The supply of key materials
The key materials used by the Company are base board, FCCL, copper foil, Prepreg, solder resist coating and dry film. All the suppliers are long-term business partners in good credit standing. The risk of shortage in supply is unlikely. Instead, supply of materials is abundant.
77
-
(IV) Name of the supplier/customer accounting for more than 10% of the total purchase (sale) in any of the last 2 years, the amount and the ratio to the total
-
List of major suppliers:
Information on major suppliers in the last 2 years
Unit: NT$ thousand
| 2020 | 2020 | 2020 | 2020 | 2021 | 2021 | 2021 | 2021 | 2022 up to the last quarter | 2022 up to the last quarter | 2022 up to the last quarter | 2022 up to the last quarter | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Name |
Amount | Proportion to net purchase of the year (%) |
Relation with the issuer |
Name | Amount | Proportion to net purchase of the year (%) |
Relation with the issuer |
Name | Amount | Proportion to net purchase in current period to the previous quarter (%) |
Relation with the issuer |
| 1 | Shanghai Unitech Electronics(Nantong) Co.,Ltd. |
1,454,498 |
20 |
Subsidiary | Shanghai Unitech Electronics(Nantong) Co.,Ltd. |
2,841,038 |
38 |
Subsidiary | Shanghai Unitech Electronics(Nantong) Co.,Ltd. |
772,818 |
36 | Subsidiary |
| 2 | D | 816,565 | 11 | None | D | 954,847 | 13 | None | Others | 1,393,720 | 64 |
-- |
| 3 | Others | 4,941,836 | 69 |
-- | Others | 3,736,231 | 49 |
-- | ||||
| 4 | Netpurchase | 7,212,899 | 100 |
-- | Netpurchase | 7,532,116 | 100 |
-- | Netpurchase | 2,166,538 | 100 |
-- |
Note 1: List the names of suppliers, from whom our purchases accounted for more than 10% of our total purchases in the last two years, as well as the purchase amounts and percentages. However, if an agreement stipulates that a supplier’s name shall not be disclosed or a transaction counterparty is an individual and not a related party, the name can be indicated as a code.
Note 2: The above net purchases are all presented with the Company as a single entity.
78
2. List of major sale:
Information on major customers of sale in the last 2 years
| 2. List of major sale: Information on major customers of sale in the last 2 years |
2. List of major sale: Information on major customers of sale in the last 2 years |
2. List of major sale: Information on major customers of sale in the last 2 years |
2. List of major sale: Information on major customers of sale in the last 2 years |
2. List of major sale: Information on major customers of sale in the last 2 years |
2. List of major sale: Information on major customers of sale in the last 2 years |
2. List of major sale: Information on major customers of sale in the last 2 years |
2. List of major sale: Information on major customers of sale in the last 2 years |
2. List of major sale: Information on major customers of sale in the last 2 years |
2. List of major sale: Information on major customers of sale in the last 2 years |
2. List of major sale: Information on major customers of sale in the last 2 years |
2. List of major sale: Information on major customers of sale in the last 2 years |
2. List of major sale: Information on major customers of sale in the last 2 years |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unit: NT$thousand 2020 2021 2022 up to the last quarter Item Name Amount Proportion to the net sale of the year (%) Relation with the issuer Name Amount Proportion to the net sale of the year (%) Relation with the issuer Name Amount Proportion to net sale of current period to the last quarter (%) Relation with the issuer 1 G 6,548,475 50 None F 4,109,958 35 None G 1,276,542 39 None 2 F 3,475,093 27 None G 3,676,031 31 None F 918,425 28 None 3 Others 3,028,379 23 -- Others 4,083,467 34 -- Others 1,108,744 33 -- 4 Net sale 13,051,947 100 -- 11,869,456 100 -- 3,303,711 100 -- |
||||||||||||
| 2020 | 2021 | 2022 up to the last quarter | ||||||||||
| Item | Name | Amount | Proportion to the net sale of the year (%) |
Relation with the issuer |
Name | Amount | Proportion to the net sale of the year (%) |
Relation with the issuer |
Name | Amount | Proportion to net sale of current period to the last quarter (%) |
Relation with the issuer |
| 1 | G | 6,548,475 | 50 | None | F | 4,109,958 | 35 | None | G | 1,276,542 | 39 |
None |
| 2 | F | 3,475,093 | 27 | None | G | 3,676,031 | 31 | None | F | 918,425 | 28 | None |
| 3 | Others | 3,028,379 | 23 | -- | Others | 4,083,467 | 34 | -- | Others | 1,108,744 | 33 |
-- |
| 4 | Net sale |
13,051,947 | 100 |
-- | 11,869,456 | 100 |
-- | 3,303,711 | 100 |
-- |
Note 1: List the names of clients, to whom our sales accounted for more than 10% of our total sales in the last two years, as well as the sales amounts and percentages. However, if an agreement stipulates that a client’s name shall not be disclosed or a transaction counterparty is an individual and not a related party, the name can be indicated as a code.
Note 2: The above net sales are all presented with the Company as a single entity.
79
(V) Table of production value and volume in the last 2 years:
Unit: Square feet; $1,000
Unit: Square feet; $1,000 |
Unit: Square feet; $1,000 |
Unit: Square feet; $1,000 |
|||
|---|---|---|---|---|---|
| 2020 | 2021 | ||||
Production capacity |
Production volume |
Production value |
Production capacity |
Production volume |
Production value |
| 300,000 | 52,511 |
47,304 |
300,000 |
80,240 |
86,632 |
| 6,000,000 | 4,104,809 | 10,344,752 | 5,000,000 | 3,301,544 |
8,570,338 |
| 6,300,000 | 4,157,319 | 10,392,056 | 5,300,000 | 3,381,784 | 8,656,970 |
Note 1: The production volume excludes the production volume from outsourcing. In 2020 and 2021, the volume from outsourcing was 5,902,691 square feet and 8,356,187 square feet, respectively.
Note 2: The production values excludes the production values from outsourcing. In 2020 and 2021, the value of outsourcing amounted to NT$2,978,508 thousand and NT$4,060,580 thousand, respectively.
(VI) Sale value and volume in the last 2 years:
Unit: NT$ thousand
Sale value and volume in the last 2 years
| Year Main items |
2020 | 2020 | 2020 | 2020 | 2021 | 2021 | 2021 | 2021 |
|---|---|---|---|---|---|---|---|---|
| Domestic sale | Export | Domestic sale | Export | |||||
| Volume | Value | Volume | Value |
Volume | Value | Volume | Value | |
| Double-side PCB | 19,595 | 17,616 | 610,978 |
201,183 |
21,965 | 18,843 | 786,299 |
261,259 |
| 4-layer PCB | 158,802 | 210,222 | 3,189,666 | 1,425,696 | 142,503 | 157,960 | 4,131,285 | 1,804,777 |
| 6-layer PCB | 116,763 | 130,567 | 2,064,319 | 2,357,399 | 127,382 | 150,803 | 2,299,633 | 2,317,401 |
| 8-layer PCB | 76,048 | 151,061 | 1,189,013 | 1,347,780 | 67,307 | 141,132 | 1,963,065 | 1,865,022 |
| 10-layer + PCB | 14,568 |
54,181 |
2,687,919 |
7,044,480 |
42,909 |
144,912 |
2,137,827 |
4,863,526 |
| Others | 糎 | 111,763 | 糎 | 糎 | 糎 | 143,820 | 糎 | 糎 |
| Total | 385,775 | 675,410 | 9,741,896 | 12,376,537 | 402,066 | 757,470 | 11,318,108 | 11,111,985 |
Note 1: Sale volume includes the volume from outsourcing. Note 2: Sale value includes the value of outsourcing
III. The number of employees, the average years of service seniority, average age, and education levels of the employees in the last 2 years to the day this report was printed:
Unit: Person;Year
Unit: Per |
||||
|---|---|---|---|---|
| Year | 2020 | 2021 | 2022 up to April 30 | |
| Number of employees | Direct labor | 4,193 | 3,569 | 3,517 |
| Indirect labor | 1,028 | 1,165 | 1,147 | |
| Total | 5,401 | 4,734 | 4,664 | |
| Average age | 35.25 | 36.4 | 36.7 | |
| Average years | of service seniority | 6.70 | 8.1 | 8.2 |
| Education of employees | PhD | 0% | 0% | 0% |
| Master | 3.15% | 3.3% | 3.3% | |
College |
42.71% | 46.7% | 46.1% | |
| Senior high school | 32.46% | 32.9% | 32.8% |
|
| Below Senior high school | 21.68% | 17.2% | 17.8% |
IV. Information on spending on environmental protection:
(I) Loss caused by pollution to the environment in the last 2 years to the day this report was printed (including compensation and violation of the laws governing environmental protection detected by inspection, specify the date of punishment, the reference number of penalty document, the provisions of violation, the content of the law in violation, and the content of penalty), disclosed the estimated amount of possible loss at present and in the future, and the policy in response to the situations:
80
- Date of punishment: No violation and relevant punishments in 2021 and 2022 up to 2022.04.30.
(II) Pollution at present and corrective action taken, the effect on the earnings, competitive position and expected significant capital expenditures on environmental protection in 2 years ahead:
Unit: NT$1,000
| 2022 | 2023 | 2024 | |
|---|---|---|---|
| Improvement work for anti-pollution | 17,733 | 19,506 | 21,457 |
| equipment | |||
| Expense incurred from maintenance | 5,079 | 5,231 | 5,388 |
| and repair of anti-pollution equipment | |||
| Expense incurred from water treatment | 6,717 | 6,851 | 6,988 |
| plant of the industrial park for sewage | |||
| pipe service | |||
| Declaration of tests in environmental | 3,258 | 5,180 | 5,284 |
| protection and improvement | |||
| Fees for handling solid wastes | 72,147 | 73,590 | 75,062 |
| Fees charged for prevention and | |||
| treatment of pollution (soil and | 4,360 | 4,796 | 5,276 |
| groundwater, air pollution). |
V. Labor Management Relation
-
(I) Benefit policy, continuing education and training, and retirement system of the employees, and labormanagement agreement and other policies for the protection of the rights and privileges of the employees
-
Employee benefit policy:
The Company values “the respect of humanity and concern for the employees” as a vital aspect of its corporate philosophy, and hopes all employees can have the peace of mind in working through the proper care of all employees and their families in physical and psychological health. In addition, the employees of the Company have organized the Employee Welfare Committee charged with the planning and implementation of benefits for the employees. The benefits for the employees for the time being are specified as follows:
-
A. Year-end bonuses
-
B. Annual salary increment in commensurate with performance.
-
C. Subscription of treasury shares and employee dividend.
-
D. Labor, health and group insurance.
-
E. Subsidy for employees’ annual domestic and overseas travel.
-
F. Regular health checkups for employees
-
G. Gifts or gift vouchers for the 3 major traditional festivals and birthday.
-
H. Various club activities and subsidies for club activities
-
I. Matrimonial, bereavement subsidy and gift for celebration events, scholarship and education grant for children of employees.
-
J. Free uniforms and meals
-
K. Internal and external training, and subsidy for continuing education
-
L. Employee assistance program
-
M. Annual model employees and senior employee commendation and rewards
-
N. Well-established pension system
-
Employee training and continuing education system:
In the global market where acute competition is the order of the day, talents are critical for the Company in maintaining its advantage in development. This is indeed the very notion of Unitech for long time thereby it commits ample resources to train and develop the kind of skilled people the Company needs, and maps out a perfect training system and related lectures for the employees on the basis of the specific nature of the industry. The training covers the skills for managerial
81
staff at different levels of management, in-house PCB professional training, work skills, project management, languages, and self-motivation. Employees are also encouraged to participate in the lectures and seminars organized by external institutions for the advocacy of life-time learning. The purpose is to improve the quality of people with proper knowledge and skills, and the strengthening of their capacity in responding to the changes in the operation environment so that the Company could maintain its leadership position in the PCB industry with profit growth. The resources committed to training and education cannot yield financial result in a fortnight, but we firmly believe that the continued investment in the training of human resources will help to lay down a solid foundation for the development and survival in the future. The detail of external training for the employees is specified as follows:
Internal training in 2021
Unit: NTD
| nternal training in | 2021 | Unit: NTD | |
|---|---|---|---|
| Training institution or system |
Participant by head count |
Total hours of training | Total expense |
| Administrative system |
67 | 325 | 3,194,463 |
| Production technology system |
1,974 | 12,670 | |
| Production support system |
349 | 1,904 | |
| Quality assurance and customer service system |
828 | 5,535 |
External training in 2021
Unit: NTD
| Unit: NTD | |||
|---|---|---|---|
| Training institution or system |
Participant by head count |
Total hours of training | Total expense |
| Administrative system |
27 | 296 | 31,326 |
| Production technology system |
66 | 832 | 153,707 |
| Production support system |
51 | 444 | 69,883 |
| Quality assurance and customer service system |
13 | 196 | 41,295 |
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- * Production system: President Office, Planning Office, Audit Office, Legal Affairs Office, Safety and Health Office, Administration Bushiness Unit, Finance and Accounting Business Unit.
- * Production technology system: Technology Business Unit, Process Engineering Business Unit, Product Engineering Business Unit, Product Business Unit, Production Business Unit.
- * Production support system: Production Control Business Unit, Marketing Business Unit, Purchasing Business Unit, Product Engineering Business Unit, Environment Maintenance Business Unit, Information Business Unit.
- * Quality assurance and customer service system: Quality Assurance Business Unit
- * Total expense, including: fees for internal and external tutors and teaching materials.
-
Retirement system and implementation:
-
The Company instituted its regulations governing the retirement of employees in accordance with the Labor Standard Act and other applicable legal rules, and appropriate funds to the “Pension Reserve” deposited at the special account of the Trust Department at the Bank of Taiwan monthly. The labor and the management jointly established the “Pension Reserve Supervisory Committee” responsible for the supervision and review the pension reserve and related matters. This arrangement helps to assure the right of the employees in receiving pension after retirement and for decent way of life.
-
As of the end of 2021, the payable pension contribution of Unitech was appropriated (debited) at NT$161,693 thousand in book. The actual transfer to the Trust Department of the Bank of Taiwan, the Employee Pension Reserve Supervisory Committee amounting to NT$466,716 thousand. The new retirement system became effective as of 2005.07.01. The employees of the Company are discreet in choosing either the old system or the new system for retirement. The Company has appropriated pension fund for those who chose the new system and employees employed after the new system is in effect on a monthly basis so that these employees are entitled to a legitimate and perfect system for retirement where both the employees and the Company are the winners.
-
Policy for the protection of the rights and privileges of the employees:
-
For the full-range concern of the employees for the timely care of employees and the offering of counseling service or referral, the Company will follow up with employees who need special care and provide necessary assistance. For the better understanding of each functional units in management and human resources utilization, the Company organizes meetings with employees on a selective basis at regular intervals for their opinions.
-
For hearing the voices of the majority of the employees, a special hotline and the President e-mail have been arranged in the plant. In addition, physical mail boxes were also installed at different plant sites to make sure the channels for the feedback of employees are through. The Company hopes to dig out the problems voluntarily through the mechanisms of interviews and communication channels with routine review of the management policies for assuring further room for improvement and create a positive and joyous work environment for the employees.
-
Work environment and safety protection policy:
-
The Company promises to take safety, quality, and production as equally important for the operation of the Company, and will spare no effort in using the resources and power to create a safe, healthy and comfortable work environment to achieve the goal of zero accident and hazard. Reduce occupational hazards for assurance of the rooting of the idea of occupational safety among all employees as an integral part of the corporate culture.
-
The Company was accredited with the OHSAS 18001 and conversion to ISO 45001 in occupational safety management system, and will continue to realize the spirit of continued improvement under PDCA in order to translate the policy of related occupational safety and health into actions.
-
A. An aptitude test and propensity survey will be conduct on each new employees before reporting to duties, and health examination will also be arranged at a later date.
83
-
B. Inspection on the environment will be conducted every year at regular intervals for the control of hazards.
-
C. All new equipment and production process will be subject to physical, chemical, biological and human factor assessment for detecting possible hazards before the employees are permitted to proceed with the equipment and process in the operation.
-
D. Adequate safety gear will be provided depending on the type of hazards at the work environment with proper supervision in wearing the gears.
-
E. First-aid kits, emergency recuse personnel and equipment are in place (such as eye rinsing devices, sprays for corrosion injury).
-
Labor-Management Meeting:
Routine Labor-Management Meeting for both sides to exchange opinions and communication for problem solving through mutual consultation under the principle of good faith.
-
(II) The loss inflicted to the Company in the previous period to the day this report was printed (including the violation of the Labor Standard Act detected in inspections, and specify the date of punishment, the reference number of the penalty document, the provisions of the law violated, and the content of punishment), and the estimated amount of fine at present and in the future, and the policy for response:
-
Loss due to labor-management disputes:
| Date of punishment: |
Reference number of the penalty document |
The provisions of law violated | Content of violation |
Amount of fine |
|---|---|---|---|---|
| 2021/03/04 | Xin-Bei-Fu-Lao-Jian Zi No. 1104716058 |
Article 24 of the Labor Standard Act |
No additional payment for overtime duties as required. |
144,000 |
| 2021/03/04 | Xin-Bei-Fu-Lao-Jian Zi No. 11047160581 |
Paragraph 2 under Article 32 of the Labor Standard Act |
The extended hours of work exceeds the mandatory requirement |
600,000 |
-
Under the corporate culture of creativity, work family, customer oriented, and integrity, the Company makes and pursues its policies centered around its employees. As such, labormanagement relation is harmonious. It would be difficult to estimate the loss deriving from labor-management dispute, if applicable.
-
The Company will respond in the following manner for the time being and in the future:
-
A. The Company duly observe applicable legal rules governing labor and act accordingly.
-
B. The Company makes further effort to provide benefits for the employees.
-
C. The Company continues to engage in labor-management communication in transparency and sincerity, and keep the channels for complaints through and respond to the problems of the employees in positive attitude.
VI. Information and Communication Security Management:
-
(I) Information and communication security management framework, information and communication security policy, specific management program, and resources invested in information and communication security management:
-
Information and communication security management framework The Information Business Unit is responsible for coordinating and implementing the information security policies and regularly raising employees' awareness of information security, while regularly entrusting external parties to perform vulnerability scanning to identify various information security vulnerabilities for repair and improvement, to enhance the information security defense ability. Meanwhile, it regularly entrusts external parties to perform vulnerability scanning to rectify various vulnerabilities in the systems and raises employees' awareness of the information security policies. The Company's information security promotion team consists of two people, including one supervisor and one engineer. Their tasks are as follows.
Table 1: Structure of the Information Security Promotion Team
Organization Party in Responsibilities
84
| charge | ||
|---|---|---|
| Information Security Promotion Team | Information Security Supervisor |
l Supervise the formulation and implementation of information security management policies and goals. l Convene information security management meetings and follow up on the implementation of the resolutions and improvements. l Supervise amendments to the risk assessment, business continuity impact analysis, and various procedures. l Supervise employee education and training. l Formulate information security management policies and goals. l Assist in convening information security management meetings and following up on the implementation of the resolutions and improvements. l Formulate risk assessment, business continuity impact analysis, and various procedures. l Formulate employee education and training plans. |
| Team member 1 |
l Implement information security management policies and goals. l Implement information communication safety management meeting and improvement measures. l Implement amendments to the risk assessment, business continuity impact analysis, and various procedures. l Implement employee education and training plans. l Implement business continuity plans. l Implement the information and communication security operations manual. l Announce important information security information from time to time. l Manage documents. |
- Information and communication security policy
To allow the Company's information and communication system to operate smoothly, prevent the systems from being subjected to unauthorized access, use, control, leakage, destruction, tampering, destruction, or other infringements, and ensure the confidentiality, integrity, and availability, the information and communication security policy is formulated as follows for all employees to follow:
-
a. Shall protect the sensitive and confidential information and the confidentiality and integrity of information and communication systems from unauthorized access and tampering.
-
b. Shall reinforce the resilience of the information and communication systems to ensure business continuity.
-
c. Shall offer information and communication security education and training to raise employees' awareness of information and communication security in response to the information and communication changes and threats.
-
d. Shall establish information security standards, implement them effectively, and continue to review them to determine whether improvement is required.
-
e. Deliver information security information to Unitech’s employees from time to time. f. Effectively supervise and accept the work under the information and communication security agreements to ensure the quality of the providers’ services.
-
g. Shall ensure the legality of the operating procedures to ensure internal and external stakeholders’ rights.
-
Specific management plan and resources invested in the information and communication security management
85
Unitech continues to invest in various information security software and equipment, make the most of various information security equipment and measures, and control users’ data access through strict permission management measures to avoid non-compliance. The various information security measures are explained as follows:
| Item | Specific management measures |
|---|---|
| Firewall | Connection rules are set for external and internal connections as per firewall rules. |
| protection | Additionalapplications arerequiredforspecialconnection needs. |
| Grouping rules are adopted to group users to manage connection access | |
| Users’ internet | Websites are classified and an application mechanism is adopted to control users' online |
| management | behavior. |
| mechanism | Ransomware, phishing, scams, Trojans, and malware websites are blocked to prevent users |
| fromaccessing them. | |
| Antivirus | Anti-virus software is installed in all computers at the Company and the virus patterns are |
| software | updated daily to prevent virusinfection fromaffecting the operation. |
| Operating system | The patch in the PCNB system is automatically updated on a regular basis to reduce |
| update | channels of intrusion. |
| We have automatic email threat scans in place to prevent risky attachments, phishing emails, | |
| spam, and malicious links from | |
| Email security | |
| expanding. | |
| control | |
| After a personal computer receives an email, the antivirus software scans it for risky | |
| attachments. | |
| Data backup | The Company's important information systems and databases are automatically backed up |
| mechanism | every morning. In case of system abnormality, data can be restored. |
| Antivirus walls are established to reduce the chance of machines being infected with viruses. | |
| Antivirus in | |
| Before the software is installed, it needs to be scanned for viruses by IT before it is installed. | |
| production lines | |
| USB blockers are adopted to effectivelycontrol thepermissions to access and use. | |
| Important files of various departments in the Company are stored on fixed servers and are | |
| File servers | |
| backed upbythe Information BusinessUnit. | |
| The Company’s resources are accessed through VPN authentication and encrypted channels, | |
| Remote access | |
| to effectively prevent data from beingintercepted and tampered. | |
| Identity | Multi-factor authentication is adopted to verify the user’s identity to avoid any identity |
| authentication | fraud. |
| The Company's main clients are companies, so there is no risk arising from the storage of | |
| consumers’ personal data . | |
| As the insurance coverage of available insurance policies on the market and their applicable | |
| industries cannot meet the Company’s needs, we decide not to purchase such insurance for | |
| Information | |
| now. | |
| security | |
| However, in response to the challenges posed to our information security, we have adopted | |
| insurance | |
| relevant software and hardware, including firewall, antivirus, whitelist, USB control, | |
| intrusion prevention, and other measures, while continuing to pay attention to the changes in | |
| the information environment and strengthening our employees’ awareness of information | |
| securitycrises and information security personnel’s abilityto respond. |
We will continue to adopt the following information security measures this year to reduce potential information security hazards.
-
Establishment of an ERP backup mechanism : We will adopt the high availability (HA) architecture to provide real-time backup services to maintain uninterrupted operations.
-
Reinforced information security in production lines: We will increase the number of antivirus walls in production lines to improve network security to prevent infection from affecting productions.
-
Replacement of network equipment: We will replace network equipment in the data center and build a complete real-time backup network.
86
-
Virtual machine data backup: We will achieve full backup to cope with temporary abnormal situations (virus infection or ransomware).
-
Computer host replacement: In response to the suspension of system backup for the Window 7 OS, the Company plans to replace all computers with the Window 10 OS to reduce possible information security risk caused by the defects in operation.
-
Vulnerability scanning: We will regularly entrust external parties to perform vulnerability scanning to identify information security vulnerabilities, to improve and patch them up.
Conclusion:
The Information Business Unit of Unitech prepares a budget every year to increase and optimize various information security measures. This year, we have formulated a total of 20 projects for implementation to reach the required information security standards and reduce potential threats. Meanwhile, we will continue to improve and optimize information security measures. However, the possibility of intrusion through vulnerabilities can still not be eliminated. Therefore, we will adopt a zero-trust mechanism to reinforce our information security measures, reduce operational risks, and ensure the continuity of our IT services.
- (II) During 2021 and as of April 30, 2022, if any loss and potential impact of a significant information and communication security incident cannot be reasonably estimated, the fact that it cannot be reasonably estimated should be specified: During the period from January 1, 2021 through April 8, 2022, the Company had not had any significant information security incident.
VII. Major contracts:
| Nature of the contracts |
Parties concerned | Term of the contracts | Principal content | Restrictive clause |
|---|---|---|---|---|
| Lease agreement on lands |
IDB, Ministry of Economic Affairs |
2008/05/21~2028/05/20 |
Leasing of 5 lots of lands totaled 67,537.40汐located at Dingliao Section 622 in Zeli Industrial Zone, Yilan County. |
Pledge of certificate of deposits amounted to NT$19,006 thousand as securitydeposit. |
| Lease agreement on lands |
IDB, Ministry of Economic Affairs |
2007/06/27~2027/06/26 |
Leasing of 12 lots of lands totaled 52,405.61汐located at Ligong Section 186-54~65 of Zeli Industrial Zone, Yilan County. |
Pledge of certificate of deposits amounted to NT$9,901 thousand as security deposit. |
| Lease agreement on lands |
IDB, Ministry of Economic Affairs |
2007/10/17~2027/10/16 |
Leasing of 1 lot of land totaled 4,108.26汐at No. 186-66, Ligong Section, Zelin Industrial Zone, Yilan County. |
Pledge of certificate of deposits amounted to NT$849 thousand as securitydeposit. |
| Syndicated loan agreement with consortium |
With Bank of Taiwan and the Arranger and the consortium of banks |
2020/03/31–2025/04/30 | Mid-term secured loan amounted to NT$3,800,000,000. Borrower: Unitech Printed Circuit Board Corp. |
1. Keeping the financial ration to required limit. 2. Cash flow limit. |
| Syndicated loan agreement with consortium |
With Bank of Taiwan as the Arranger and the consortium of banks |
2019/9/26–2023/11/18 |
Mid-term secured loan amounted to USD24,000,000. Borrower: Shanghai Unitech Electronics Co., Ltd. |
1. Keeping the financial ration to required limit. |
87
Six. Financial Outlook
- I. Condensed Balance Sheet, Comprehensive Income Statement, the Independent Auditors of the statements and Audit Opinions over the last 5 years:
(I) Condensed Balance Sheet and Comprehensive Income Statement Condensed Balance Sheet (Separate)
| Unit: NT$ thousand Financial information over the last 5 years (Note 1) Financial information in the current year up to 2022.03.31 (Note 3) 2017 2018 2019 2020 2021 7,263,367 6,447,781 7,345,702 5,920,026 5,610,478 Not applicable 9,554,966 9,579,500 9,076,124 8,119,298 7,480,433 Not applicable 0 37,787 36,371 108,442 112,671 Not applicable 4,273,638 4,326,134 5,014,579 4,894,986 6,178,697 Not applicable 21,091,971 20,391,202 21,472,776 19,042,752 19,382,279 Not applicable 6,301,767 5,775,028 6,399,760 5,102,053 5,111,524 Not applicable 6,483,945 6,022,792 6,895,286 5,102,053 5,111,524 Not applicable 5,304,374 4,742,599 3,757,810 4,268,899 4,777,512 Not applicable 11,606,141 10,517,627 10,157,570 9,370,952 9,889,036 Not applicable 11,788,319 10,765,390 10,653,096 9,370,952 9,889,036 Not applicable 9,485,830 9,873,575 11,315,206 9,671,800 9,493,243 Not applicable 6,009,991 6,194,072 6,194,072 6,194,072 6,194,072 Not applicable 2,800,948 2,822,047 2,831,974 2,843,140 2,833,418 Not applicable 674,107 1,014,477 2,471,030 545,332 306,992 Not applicable 370,476 766,714 1,975,504 545,332 306,992 Not applicable 784 (157,021) (181,870) 89,256 158,761 Not applicable 0 0 0 0 0 Not applicable 9,485,830 9,873,575 11,315,206 9,671,800 9,493,243 Not applicable 9,303,652 9,625,812 10,819,680 9,671,800 9,493,243 Not applicable |
Unit: NT$ thousand Financial information over the last 5 years (Note 1) Financial information in the current year up to 2022.03.31 (Note 3) 2017 2018 2019 2020 2021 7,263,367 6,447,781 7,345,702 5,920,026 5,610,478 Not applicable 9,554,966 9,579,500 9,076,124 8,119,298 7,480,433 Not applicable 0 37,787 36,371 108,442 112,671 Not applicable 4,273,638 4,326,134 5,014,579 4,894,986 6,178,697 Not applicable 21,091,971 20,391,202 21,472,776 19,042,752 19,382,279 Not applicable 6,301,767 5,775,028 6,399,760 5,102,053 5,111,524 Not applicable 6,483,945 6,022,792 6,895,286 5,102,053 5,111,524 Not applicable 5,304,374 4,742,599 3,757,810 4,268,899 4,777,512 Not applicable 11,606,141 10,517,627 10,157,570 9,370,952 9,889,036 Not applicable 11,788,319 10,765,390 10,653,096 9,370,952 9,889,036 Not applicable 9,485,830 9,873,575 11,315,206 9,671,800 9,493,243 Not applicable 6,009,991 6,194,072 6,194,072 6,194,072 6,194,072 Not applicable 2,800,948 2,822,047 2,831,974 2,843,140 2,833,418 Not applicable 674,107 1,014,477 2,471,030 545,332 306,992 Not applicable 370,476 766,714 1,975,504 545,332 306,992 Not applicable 784 (157,021) (181,870) 89,256 158,761 Not applicable 0 0 0 0 0 Not applicable 9,485,830 9,873,575 11,315,206 9,671,800 9,493,243 Not applicable 9,303,652 9,625,812 10,819,680 9,671,800 9,493,243 Not applicable |
Unit: NT$ thousand Financial information over the last 5 years (Note 1) Financial information in the current year up to 2022.03.31 (Note 3) 2017 2018 2019 2020 2021 7,263,367 6,447,781 7,345,702 5,920,026 5,610,478 Not applicable 9,554,966 9,579,500 9,076,124 8,119,298 7,480,433 Not applicable 0 37,787 36,371 108,442 112,671 Not applicable 4,273,638 4,326,134 5,014,579 4,894,986 6,178,697 Not applicable 21,091,971 20,391,202 21,472,776 19,042,752 19,382,279 Not applicable 6,301,767 5,775,028 6,399,760 5,102,053 5,111,524 Not applicable 6,483,945 6,022,792 6,895,286 5,102,053 5,111,524 Not applicable 5,304,374 4,742,599 3,757,810 4,268,899 4,777,512 Not applicable 11,606,141 10,517,627 10,157,570 9,370,952 9,889,036 Not applicable 11,788,319 10,765,390 10,653,096 9,370,952 9,889,036 Not applicable 9,485,830 9,873,575 11,315,206 9,671,800 9,493,243 Not applicable 6,009,991 6,194,072 6,194,072 6,194,072 6,194,072 Not applicable 2,800,948 2,822,047 2,831,974 2,843,140 2,833,418 Not applicable 674,107 1,014,477 2,471,030 545,332 306,992 Not applicable 370,476 766,714 1,975,504 545,332 306,992 Not applicable 784 (157,021) (181,870) 89,256 158,761 Not applicable 0 0 0 0 0 Not applicable 9,485,830 9,873,575 11,315,206 9,671,800 9,493,243 Not applicable 9,303,652 9,625,812 10,819,680 9,671,800 9,493,243 Not applicable |
Unit: NT$ thousand Financial information over the last 5 years (Note 1) Financial information in the current year up to 2022.03.31 (Note 3) 2017 2018 2019 2020 2021 7,263,367 6,447,781 7,345,702 5,920,026 5,610,478 Not applicable 9,554,966 9,579,500 9,076,124 8,119,298 7,480,433 Not applicable 0 37,787 36,371 108,442 112,671 Not applicable 4,273,638 4,326,134 5,014,579 4,894,986 6,178,697 Not applicable 21,091,971 20,391,202 21,472,776 19,042,752 19,382,279 Not applicable 6,301,767 5,775,028 6,399,760 5,102,053 5,111,524 Not applicable 6,483,945 6,022,792 6,895,286 5,102,053 5,111,524 Not applicable 5,304,374 4,742,599 3,757,810 4,268,899 4,777,512 Not applicable 11,606,141 10,517,627 10,157,570 9,370,952 9,889,036 Not applicable 11,788,319 10,765,390 10,653,096 9,370,952 9,889,036 Not applicable 9,485,830 9,873,575 11,315,206 9,671,800 9,493,243 Not applicable 6,009,991 6,194,072 6,194,072 6,194,072 6,194,072 Not applicable 2,800,948 2,822,047 2,831,974 2,843,140 2,833,418 Not applicable 674,107 1,014,477 2,471,030 545,332 306,992 Not applicable 370,476 766,714 1,975,504 545,332 306,992 Not applicable 784 (157,021) (181,870) 89,256 158,761 Not applicable 0 0 0 0 0 Not applicable 9,485,830 9,873,575 11,315,206 9,671,800 9,493,243 Not applicable 9,303,652 9,625,812 10,819,680 9,671,800 9,493,243 Not applicable |
Unit: NT$ thousand Financial information over the last 5 years (Note 1) Financial information in the current year up to 2022.03.31 (Note 3) 2017 2018 2019 2020 2021 7,263,367 6,447,781 7,345,702 5,920,026 5,610,478 Not applicable 9,554,966 9,579,500 9,076,124 8,119,298 7,480,433 Not applicable 0 37,787 36,371 108,442 112,671 Not applicable 4,273,638 4,326,134 5,014,579 4,894,986 6,178,697 Not applicable 21,091,971 20,391,202 21,472,776 19,042,752 19,382,279 Not applicable 6,301,767 5,775,028 6,399,760 5,102,053 5,111,524 Not applicable 6,483,945 6,022,792 6,895,286 5,102,053 5,111,524 Not applicable 5,304,374 4,742,599 3,757,810 4,268,899 4,777,512 Not applicable 11,606,141 10,517,627 10,157,570 9,370,952 9,889,036 Not applicable 11,788,319 10,765,390 10,653,096 9,370,952 9,889,036 Not applicable 9,485,830 9,873,575 11,315,206 9,671,800 9,493,243 Not applicable 6,009,991 6,194,072 6,194,072 6,194,072 6,194,072 Not applicable 2,800,948 2,822,047 2,831,974 2,843,140 2,833,418 Not applicable 674,107 1,014,477 2,471,030 545,332 306,992 Not applicable 370,476 766,714 1,975,504 545,332 306,992 Not applicable 784 (157,021) (181,870) 89,256 158,761 Not applicable 0 0 0 0 0 Not applicable 9,485,830 9,873,575 11,315,206 9,671,800 9,493,243 Not applicable 9,303,652 9,625,812 10,819,680 9,671,800 9,493,243 Not applicable |
Unit: NT$ thousand Financial information over the last 5 years (Note 1) Financial information in the current year up to 2022.03.31 (Note 3) 2017 2018 2019 2020 2021 7,263,367 6,447,781 7,345,702 5,920,026 5,610,478 Not applicable 9,554,966 9,579,500 9,076,124 8,119,298 7,480,433 Not applicable 0 37,787 36,371 108,442 112,671 Not applicable 4,273,638 4,326,134 5,014,579 4,894,986 6,178,697 Not applicable 21,091,971 20,391,202 21,472,776 19,042,752 19,382,279 Not applicable 6,301,767 5,775,028 6,399,760 5,102,053 5,111,524 Not applicable 6,483,945 6,022,792 6,895,286 5,102,053 5,111,524 Not applicable 5,304,374 4,742,599 3,757,810 4,268,899 4,777,512 Not applicable 11,606,141 10,517,627 10,157,570 9,370,952 9,889,036 Not applicable 11,788,319 10,765,390 10,653,096 9,370,952 9,889,036 Not applicable 9,485,830 9,873,575 11,315,206 9,671,800 9,493,243 Not applicable 6,009,991 6,194,072 6,194,072 6,194,072 6,194,072 Not applicable 2,800,948 2,822,047 2,831,974 2,843,140 2,833,418 Not applicable 674,107 1,014,477 2,471,030 545,332 306,992 Not applicable 370,476 766,714 1,975,504 545,332 306,992 Not applicable 784 (157,021) (181,870) 89,256 158,761 Not applicable 0 0 0 0 0 Not applicable 9,485,830 9,873,575 11,315,206 9,671,800 9,493,243 Not applicable 9,303,652 9,625,812 10,819,680 9,671,800 9,493,243 Not applicable |
||
|---|---|---|---|---|---|---|---|
| Year Item |
Financial information over the last 5 years (Note 1) | Financial information in the current year up to 2022.03.31 (Note 3) |
|||||
| 2017 | 2018 | 2019 | 2020 | 2021 | |||
| Current assets | 7,263,367 | 6,447,781 | 7,345,702 | 5,920,026 | 5,610,478 | Not applicable | |
| Property, plant and equipment (Note 2) |
9,554,966 | 9,579,500 | 9,076,124 | 8,119,298 | 7,480,433 | Not applicable | |
| Intangible assets | 0 | 37,787 | 36,371 | 108,442 | 112,671 | Not applicable | |
| Other assets (Note 2) | 4,273,638 | 4,326,134 | 5,014,579 | 4,894,986 | 6,178,697 | Not applicable | |
| Total assets | 21,091,971 | 20,391,202 | 21,472,776 | 19,042,752 | 19,382,279 | Not applicable | |
| Current liabilities |
Cum- dividend |
6,301,767 | 5,775,028 | 6,399,760 | 5,102,053 | 5,111,524 | Not applicable |
| Ex- dividend |
6,483,945 | 6,022,792 | 6,895,286 | 5,102,053 | 5,111,524 | Not applicable | |
| Non-current | liabilities | 5,304,374 | 4,742,599 | 3,757,810 | 4,268,899 | 4,777,512 | Not applicable |
| Total liabilities | Cum- dividend |
11,606,141 | 10,517,627 | 10,157,570 | 9,370,952 | 9,889,036 | Not applicable |
| Ex- dividend |
11,788,319 | 10,765,390 | 10,653,096 | 9,370,952 | 9,889,036 | Not applicable | |
| Equity attributable to the shareholders of parent company |
9,485,830 | 9,873,575 | 11,315,206 | 9,671,800 | 9,493,243 | Not applicable | |
| Capital stock | 6,009,991 | 6,194,072 | 6,194,072 | 6,194,072 | 6,194,072 | Not applicable | |
| Capital surplus | 2,800,948 | 2,822,047 | 2,831,974 | 2,843,140 | 2,833,418 | Not applicable | |
| Retained earnings |
Cum- dividend |
674,107 |
1,014,477 | 2,471,030 | 545,332 | 306,992 | Not applicable |
| Ex- dividend |
370,476 |
766,714 | 1,975,504 | 545,332 | 306,992 | Not applicable | |
| Other equity | 784 | (157,021) | (181,870) | 89,256 | 158,761 | Not applicable | |
| Treasury shares | 0 | 0 | 0 | 0 | 0 | Not applicable | |
| Total equity | Cum- dividend |
9,485,830 | 9,873,575 | 11,315,206 | 9,671,800 | 9,493,243 | Not applicable |
| Ex- dividend |
9,303,652 | 9,625,812 | 10,819,680 | 9,671,800 | 9,493,243 | Not applicable |
-
If the Company has prepared standalone financial statements, it should also prepare the condensed standalone balance sheet and the condensed comprehensive income statement for the most recent five years.
-
If the financial data as per the IFRS is less than 5 years, financial data as in Table (2) below as per our country's financial accounting standards should be prepared separately.
-
Note 1: Any year for which the data has not been verified by a CPA should be indicated.
-
Note 2: If an asset re-appraisal has been performed in the year, the date of the re-appraisal and the increase amount should be indicated.
-
Note 3: As of the publication date of the annual report, companies whose stocks are listed on Taiwan Stock Exchange or whose stocks have been traded over the counter should also disclose their financial data in the most recent period that has been audited or reviewed by a CPA.
-
Note 4: For the figure after distribution above, please enter the figure resolved by the shareholders' meeting in the following year.
-
Note 5: If the financial data should be corrected or restated by the Company itself as notified by the competent authority, the figures after the correction or restatement should be adopted, and the circumstances and reasons should be indicated.
88
Condensed Balance Sheet (consolidated)
Unit: NT$ thousand
| Year Item |
Year Item |
Financial informationoverthelast 5 years (Note1) | Financial informationoverthelast 5 years (Note1) | Financial informationoverthelast 5 years (Note1) | Financial informationoverthelast 5 years (Note1) | Financial informationoverthelast 5 years (Note1) | Financial information in the current year up to 2022.03.31(Note 3) |
|---|---|---|---|---|---|---|---|
| 2017 | 2018 | 2019 | 2020 | 2021 | |||
| Current assets | 8,619,584 | 8,353,142 | 9,270,511 | 7,663,415 | 7,336,176 | 7,868,952 | |
| Property, plant and equipment (Note2) |
11,875,965 | 12,094,749 | 12,904,244 | 13,277,793 | 13,015,790 | 12,998,453 | |
| Intangible assets | 0 | 37,787 | 36,371 | 108,442 | 112,671 | 109,585 | |
| Otherassets (Note2) | 1,943,170 | 1,760,878 | 2,802,084 | 2,784,647 | 2,597,452 | 2,611,769 | |
| Totalassets | 22,438,719 | 22,246,556 | 25,013,210 | 23,834,297 | 23,062,089 | 23,588,759 | |
| Current liabilities |
Cum- dividend |
7,320,560 | 7,461,565 | 7,809,964 | 7,760,319 | 6,688,803 | 7,593,800 |
| Ex- dividend |
7,502,738 | 7,709,328 | 8,305,490 | 7,760,319 | 6,688,803 | 7,593,800 | |
| Non-current | liabilities | 5,590,206 | 4,886,047 | 5,867,594 | 6,402,178 | 6,880,043 | 6,609,388 |
| Total liabilities | Cum- dividend |
12,910,766 | 12,347,612 | 13,677,558 | 14,162,497 | 13,568,846 | 14,203,188 |
| Ex- dividend |
13,092,944 | 12,595,375 | 14,173,084 | 14,162,497 | 13,568,846 | 14,203,188 | |
| Equity attributable to the shareholders of parent company |
9,485,830 | 9,873,575 | 11,315,206 | 9,671,800 | 9,493,243 | 9,385,571 | |
| Capitalstock | 6,009,991 | 6,194,072 | 6,194,072 | 6,194,072 | 6,194,072 | 6,194,072 | |
| Capital surplus | 2,800,948 | 2,822,047 | 2,831,974 | 2,843,140 | 2,833,418 | 2,833,413 | |
| Retained earnings |
Cum- dividend |
674,107 | 1,014,477 | 2,471,030 | 545,332 | 306,992 | 60,662 |
| Ex- dividend |
370,476 | 766,714 | 1,975,504 | 545,332 | 306,992 | 60,662 | |
| Other equity | 784 | (157,021) | (181,870) | 89,256 | 158,761 | 297,424 | |
| Treasury shares | 0 | 0 | 0 | 0 | 0 | 0 | |
| Uncontrolled Equity | 42,123 | 25,369 | 20,446 | 0 | 0 | 0 | |
| Total equity | Cum- dividend |
9,527,953 | 9,898,944 | 11,335,652 | 9,671,800 | 9,493,243 | 9,385,571 |
| Ex- dividend |
9,345,775 | 9,951,181 | 10,840,126 | 9,671,800 | 9,493,243 | 9,385,571 |
-
If the Company has prepared standalone financial statements, it should also prepare the condensed standalone balance sheet and the condensed comprehensive income statement for the most recent five years.
-
If the financial data as per the IFRS is less than 5 years, financial data as in Table (2) below as per our country's financial accounting standards should be prepared separately.
-
Note 1: Any year for which the data has not been verified by a CPA should be indicated.
-
Note 2: If an asset re-appraisal has been performed in the year, the date of the re-appraisal and the increase amount should be indicated.
-
Note 3: As of the publication date of the annual report, companies whose stocks are listed on Taiwan Stock Exchange or whose stocks have been traded over the counter should also disclose their financial data in the most recent period that has been audited or reviewed by a CPA.
-
Note 4: For the figure after distribution above, please enter the figure resolved by the shareholders' meeting in the following year.
-
Note 5: If the financial data should be corrected or restated by the Company itself as notified by the competent authority, the figures after the correction or restatement should be adopted, and the circumstances and reasons should be indicated.
89
Condensed Comprehensive Income Statement (Separate)
Unit: NT$ thousand
Unit: NT$thousand |
||||||
|---|---|---|---|---|---|---|
| Year Item |
Financial informationoverthelast 5 years (Note1) | Financial information in the current year up to 2022.03.31 (Note 2) |
||||
| 2017 | 2018 | 2019 | 2020 | 2021 | ||
| Revenue | 15,452,234 | 17,387,132 | 20,047,921 | 13,051,947 | 11,869,456 | Not applicable |
| Gross profit | 2,423,132 | 2,119,495 | 4,278,527 | (55,168) | (459,368) | Not applicable |
| Operatingincome | 1,106,539 | 708,495 | 2,251,798 | (1,372,149) | (1,664,852) | Not applicable |
| Non-operating income and expense |
(422,282) | 13,322 | (45,455) | (198,811) | 1,310,448 | Not applicable |
| Earnings before taxation |
684,257 | 721,817 | 2,206,343 | (1,570,960) | (354,404) | Not applicable |
| Net income from continued operations |
674,107 | 656,651 | 1,735,300 | (1,436,452) | (242,117) | Not applicable |
| Loss from discontinued operations |
0 | 0 | 0 | 0 | 0 | Not applicable |
| Net income (loss) incurrent period |
674,107 | 656,651 | 1,735,300 | (1,436,452) | (242,117) | Not applicable |
| Other comprehensive income in current period (net amount after taxation) |
(18,446) | (141,352) | (38,650) | 253,946 | 71,256 | Not applicable |
| Total comprehensive income in current period |
655,661 | 515,299 | 1,696,650 | (1,182,506) | (170,861) | Not applicable |
| Earningsper share | 1.24 | 1.06 | 2.80 | (2.32) | (0.39) | Not applicable |
-
If the Company has prepared standalone financial statements, it should also prepare the condensed standalone balance sheet and the condensed comprehensive income statement for the most recent five years.
-
If the financial data as per the IFRS is less than 5 years, financial data as in Table (2) below as per our country's financial accounting standards should be prepared separately.
-
Note 1: Any year for which the data has not been verified by a CPA should be indicated.
-
Note 2: As of the publication date of the annual report, companies whose stocks are listed on Taiwan Stock Exchange or whose stocks have been traded over the counter should also disclose their financial data in the most recent period that has been audited or reviewed by a CPA.
-
Note 3: Losses from discontinued operations are presented in an amount net of income tax.
-
Note 4: If the financial data should be corrected or restated by the Company itself as notified by the competent authority, the figures after the correction or restatement should be adopted, and the circumstances and reasons should be indicated.
90
Condensed Income Statement (Consolidated)
Unit: NT$ thousand
| Year Item |
Financial informationoverthelast 5 years (Note1) | Financial informationoverthelast 5 years (Note1) | Financial informationoverthelast 5 years (Note1) | Financial informationoverthelast 5 years (Note1) | Financial informationoverthelast 5 years (Note1) | Financial information in the current year up to 2022.03.31 (Note 2) |
|---|---|---|---|---|---|---|
2017 |
2018 | 2019 | 2020 | 2021 | ||
| Revenue | 18,131,323 | 19,539,609 | 22,418,326 | 14,386,972 | 13,501,569 | 3,640,505 |
| Gross profit | 2,879,257 | 2,707,764 | 5,050,970 | (3,528) | (235,442) | 145,773 |
| Operatingincome | 1,098,590 | 811,573 | 2,429,229 | (2,310,138) | (1,996,483) | (291,111) |
| Non-operating income and expense |
(417,696) | (80,298) | (153,044) | 727,011 | 2,087,881 | 54,986 |
| Earnings before taxation |
680,894 | 731,275 | 2,276,185 | (1,583,127) | 91,398 | (236,125) |
| Net income from continued operations |
651,647 | 639,123 | 1,731,087 | (1,435,460) | (242,117) | (246,330) |
| Loss from discontinued operations |
0 |
0 | 0 | 0 | 0 | 0 |
| Net income (loss) in current period |
651,647 | 639,123 | 1,731,087 | (1,435,460) | (242,117) | (246,330) |
| Other comprehensive income in current period (net amount after taxation) |
(19,895) | (140,578) | (39,360) | 253,946 | 71,256 | 138,329 |
| Total comprehensive income in current period |
631,752 | 498,545 | 1,691,727 | (1,181,514) | (170,861) | (108,001) |
| Net income attributable to shareholders of parent company |
674,107 |
656,651 | 1,735,300 | (1,436,452) | (242,117) | (246,330) |
| Net income attributable to uncontrolled equity |
(22,460) |
(17,528) | (4,213) | 992 | 0 | 0 |
| Total comprehensive income attributable to shareholders of parent company |
655,661 | 515,299 | 1,696,650 | (1,182,506) | (170,861) | (108,001) |
| Total comprehensive income attributable to uncontrolled equity |
(23,909) | (16,754) | (4,923) | 992 | 0 | 0 |
| Earningsper share | 1.24 | 1.06 | 2.80 | (2.32) | (0.39) | (0.40) |
-
If the Company has prepared standalone financial statements, it should also prepare the condensed standalone balance sheet and the condensed comprehensive income statement for the most recent five years.
-
If the financial data as per the IFRS is less than 5 years, financial data as in Table (2) below as per our country's financial accounting standards should be prepared separately.
Note 1: Any year for which the data has not been verified by a CPA should be indicated.
Note 2: As of the publication date of the annual report, companies whose stocks are listed on Taiwan Stock
Exchange or whose stocks have been traded over the counter should also disclose their financial data in the most recent period that has been audited or reviewed by a CPA.
Note 3: Losses from discontinued operations are presented in an amount net of income tax.
Note 4: If the financial data should be corrected or restated by the Company itself as notified by the competent authority, the figures after the correction or restatement should be adopted, and the circumstances and reasons should be indicated.
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(II) Name of CPA and audit opinions:
| (II) Name of CPA and audit opinions: | ||
|---|---|---|
| CPA and opinion/year | Independent Auditors | Audit Opinion |
| 2016 | KPMG Taiwan Wang Ching-Sung, CPA; Chen Pei- Chi, CPA |
Unqualified opinion |
| 2017 | KPMG Taiwan Wang Ching-Sung, CPA; Chen Pei- Chi, CPA |
Unqualified opinion |
| 2018 | KPMG Taiwan Chuang Wei-Chun, CPA; Wang Ching-Sung, CPA |
Unqualified opinion |
| 2019 | KPMG Taiwan Chuang Wei-Chun, CPA; Wang Ching-Sung, CPA |
Unqualified opinion |
| 2020 | KPMG Taiwan Chuang Wei-Chun, CPA; Wang Ching-Sung, CPA |
Unqualified opinion |
| 2021 | KPMG Taiwan CPAs Chuang, Chun-Wei and Hsu, Ming-Fang |
Unqualified opinion |
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II. Financial analysis of the last 5 years:
Financial analysis (separate)
| Year (Note 1) Items of analysis(Note 3) |
Year (Note 1) Items of analysis(Note 3) |
Financialanalysis ofthelast 5 years |
Financialanalysis ofthelast 5 years |
Financialanalysis ofthelast 5 years |
Financialanalysis ofthelast 5 years |
Financialanalysis ofthelast 5 years |
|---|---|---|---|---|---|---|
| 2017 | 2018 | 2019 | 2020 | 2021 | ||
| Financial structure | Liabilities to assetsratio (%) | 55.03 | 51.58 | 47.3 | 49.21 | 51.02 |
Long-term capital to property, plant and equipmentratio (%) |
154.79 | 152.58 |
166.07 |
171.7 |
190.77 |
|
| Ability to repay debt | Currentratio (%) | 115.26 | 111.65 | 114.78 | 116.03 | 109.76 |
Quick ratio (%) |
86.48 | 80.75 | 84.73 | 86.12 | 76.57 |
|
| Debt service coverageratio (times) | 7.29 | 7.58 | 21.35 | (18.33) | (3.16) | |
| Utility | Accountreceivable turnover(times) | 3.72 | 3.85 |
4.54 | 3.20 |
3.31 |
| Average days ofcashcollection | 99 | 95 | 81 | 115 |
2022 | |
| Inventory turnover(times) | 9.51 | 8.85 |
8.86 | 7.93 | 7.94 | |
| Account payable turnover(times) | 6.23 | 6.33 | 7.24 | 5.99 |
6.23 | |
| Average days ofgoods sold | 39 | 42 | 42 |
47 |
46 | |
| Property, plant and equipment turnover(time) | 1.7 | 1.82 | 2.15 |
1.52 | 1.52 |
|
| Totalassets turnover(times) | 0.78 | 0.84 | 0.96 |
0.64 | 0.62 |
|
| Profitability | Returnonassets (%) | 3.87 | 3.59 | 8.7 | (6.77) | (0.91) |
| Return on equity (%) | 7.61 | 6.78 |
16.38 |
(13.69) |
(2.53) |
|
| EBTto paid-incapital ratio (%) (Note 7) | 11.39 | 11.65 | 35.62 | (25.36) |
(5.72) | |
| Net profit rate (%) | 4.36 | 3.78 |
8.66 |
(11.01) |
(2.04) |
|
| Earnings pershare (NTD) | 1.24 | 1.06 |
2.8 | (2.32) | (0.39) | |
| Cash flow | Cash flow ratio (%) | 16.81 | 34.24 |
49.15 |
29.92 |
(22.40) |
| Cash flow adequacyration(%) | 55.18 | 64.75 | 76.55 | 86.3 | 88.02 | |
| Cash reinvestment ratio (%) | 4.22 | 6.91 |
11.19 |
3.96 |
(4.17) |
|
| Leverage | Operation leverage | 1 | 1 |
1 |
1 |
1 |
| Financial leverage | 1.11 | 1.18 |
1.05 |
0.94 |
0.95 |
|
| Explain the reasons for the changes in the financial ratios in the last 2 years. (Note applicable if the change is under 20%) 1. Debt service coverage ratio increased by 82.75% from 2020 mainly due to a decrease in net loss before tax compared with 2020. 2. Return on assets increased by 86.62% from 2020 mainly due to a decrease in net loss after tax compared with 2020. 3. Return on equity increased by 81.54% from 2020 mainly due to a decrease in net loss after tax compared with 2020. 4. EBT to paid-in capital ratio increased by 77.44% from 2020 mainly due to a decrease in net loss before tax compared with 2020. 5. Net profit rate increased by 81.47% from 2020 mainly due to a decrease in net loss after tax compared with 2020. 6. Earnings per share increased by 83.19% from 2020 mainly due to a decrease in net loss after tax compared with 2020. 7. Cash flow ratio was down by 174.88% from 2020 mainly due to the net cash outflow from operating activities. 8. Cash reinvestment ratio was down by 205.42% from 2020 mainly due to the net cash outflow from operating activities. |
-
Note 1: Any year for which the data has not been verified by a CPA should be indicated.
-
Note 2: As of the publication date of the annual report, companies whose stocks are listed on Taiwan Stock Exchange or whose stocks have been traded over the counter should also analyze their financial data in the most recent period that has been audited or reviewed by a CPA.
Note 3: The calculation formulas should be listed at the end of the annual report:
-
Financial structure
-
(1) Liabilities to assets ratio (%) = Total liabilities/Total assets.
-
(2) Long-term capital to property, plant and equipment ratio = (Total equity + Non-current
93
liabilities)/Net property, plant, and equipment.
-
Debt service ability
-
(1) Current ratio = Current assets/Current liabilities.
-
(2) Quick ratio = (Current assets - Inventory - Prepaid expenses)/Current liabilities.
-
(3) Debt service coverage ratio = Earnings before interest and taxes/Interest expenses.
-
-
Operating ability
-
(1) Accounts receivable turnover rate (including accounts receivable and bills receivable from operating activities) = Net sales/Balance of average accounts receivable in each period (including accounts receivable and notes receivable from operating activities).
-
(2) Average days of cash collection = 365/Accounts receivable turnover.
-
(3) Inventory turnover = Cost of sales/Average inventory.
-
(4) Payables turnover rate (including accounts payable and notes payable from operating activities) = Cost of sales/Balance of average accounts payable in each period (including accounts payable and notes payable from operating activities).
-
(5) Average days of goods sold = 365/Inventory turnover.
-
(6) Property, plant and equipment turnover = Net sales/Average net property, plant, and equipment.
-
(7) Total asset turnover = Net sales/Average total assets.
-
-
Profitability
-
(1) Return on assets = [Profit or loss after tax + Interest expenses × (1 - Tax rate)]/Average total assets.
-
(2) Return on equity = Profit or loss after tax/Average total equity.
-
(3) Net profit rate = Profit or loss after tax/Net sales.
-
(4) Earnings per share = (Income attributable to owners of parent company - Preference shares dividends)/Weighted average number of shares issued. (Note 4)
-
-
Cash flow
-
(1) Cash flow ratio = Net cash flows from operating activities/Current liabilities.
-
(2) Cash flow adequacy ratio = Net cash flow from operating activities for the most recent five years/(Capital expenditures + Inventory increment + Cash dividends) for the most recent five years.
-
(3) Cash reinvestment ratio = (Net cash flow from operating activities - Cash dividends)/(Gross property, plant and equipment + Long-term investment + Other non-current assets + Working capital). (Note 5)
-
-
Leverage:
-
(1) Operating leverage = (Net operating revenue - Variable operating costs and expenses)/Operating income (Note 6).
-
(2) Financial leverage = Operating income/(Operating income - Interest expenses).
-
-
Note 4: The following matters shall be noted for the calculation formula for earnings per share:
-
The weighted average number of ordinary shares shall prevail rather than the number of outstanding shares at the end of the year.
-
Where there is a cash capital increase or trading of treasury shares, the weighted average number of shares in the outstanding period shall be calculated.
-
In the event of capitalization of earnings or capital surplus, when the annual or semi-annual earnings per share in the past are calculated, retrospective adjustments shall be made as per the capital increase percentage, regardless of the issuance period of the capital increase.
-
If the preference shares are non-convertible cumulative preference shares, the dividends for the year (whether issued or not) should be deducted from the net income after tax or added to the net loss after tax. If the preference shares are non-cumulative in nature, in the case of net income after tax, the preference shares dividend shall be deducted from the net income after tax, while in the case of a loss, adjustment is not required.
-
Note 5: The following matters shall be noted for cash flow analysis:
-
Net cash flow from operating activities refers to the net cash inflow from operating activities in statement of cash flows.
-
Capital expenditures refer to the annual cash outflow from capital investments.
-
The increase in inventories is only included when the ending balance is greater than the opening balance. If the inventories decrease at the end of the year, it will be regarded as zero.
-
Cash dividends include cash dividends on ordinary shares and preference shares.
-
Gross property, plant and equipment refers to the total property, plant and equipment before accumulated depreciation is deducted.
94
-
Note 6: The issuer shall classify various operating costs and operating expenses as fixed and variable as per the nature. If estimates or subjective judgments are involved, the reasonableness and consistency shall be ensured.
-
Note 7: If the Company’s stock is no-par-value stock or the par value per share is not NT$10, the equity attributable to the shareholders of parent company in the balance sheet shall be adopted to calculate the ratio related to the paid-in capital above.
95
Financial analysis (consolidated)
| Year (Note 1) Items of analysis(Note 3) |
Year (Note 1) Items of analysis(Note 3) |
Financialanalysis ofthelast 5 years |
Financialanalysis ofthelast 5 years |
Financialanalysis ofthelast 5 years |
Financialanalysis ofthelast 5 years |
Financialanalysis ofthelast 5 years |
Current period to 2022.03.31 (Note 2) |
|---|---|---|---|---|---|---|---|
| 2017 | 2018 | 2019 | 2020 | 2021 | |||
| Financial structure |
Liabilities to assets ratio (%) | 57.54 | 55.5 | 54.68 | 59.42 | 58.84 | 60.21 |
| Long-term capital to property, plant and equipment ratio (%) |
127.3 | 122.24 | 133.31 | 121.06 | 125.80 | 123.05 | |
| Ability to repay debt |
Current ratio (%) | 117.74 | 111.95 | 118.7 | 98.75 | 109.68 | 103.62 |
| Quick ratio (%) | 87.51 | 81.62 | 87.82 | 71.82 | 72.85 | 65.87 | |
| Debt service coverage ratio (times) | 5.71 | 5.84 | 16.36 | (11.54) | 1.79 | (4.88) | |
| Utility | Accountreceivable turnover(times) | 3.68 | 3.79 | 4.44 | 3.11 | 3.33 | 3.56 |
| Average days ofcashcollection | 100 | 97 | 83 | 117 | 110 | 103 | |
| Inventory turnover(times) | 8.81 | 7.88 | 7.83 | 6.79 | 6.34 | 5.5 | |
| Account payable turnover(times) | 5.33 | 5.13 | 5.68 | 4.72 | 4.73 | 5.08 | |
| Average days ofgoods sold | 42 | 47 | 47 | 54 | 58 | 67 | |
| Property, plant and equipment turnover(time) |
1.6 | 1.63 | 1.79 | 1.1 | 1.03 | 1.12 | |
| Totalassets turnover(times) | 0.86 | 0.87 | 0.95 | 0.59 | 0.58 | 0.62 | |
| Profitability | Returnonassets (%) | 3.76 | 3.48 | 7.85 | (5.47) | (0.64) | (0.92) |
| Returnonequity (%) | 7.56 | 6.76 | 16.34 | (13.68) | (2.53) | (2.61) | |
| EBT to paid-in capital ratio (%) (Note 7) |
11.33 | 11.81 | 36.75 | (25.56) | 1.48 | (3.81) | |
| Net profitrate (%) | 3.59 | 3.27 | 7.72 | (9.98) | (1.79) | (6.77) | |
| Earnings pershare (NTD) | 1.24 | 1.06 | 2.8 | (2.32) | (0.39) | (0.4) | |
| Cash flow | Cash flowratio (%) | 21.07 | 35.53 | 54.19 | 10.04 | (6.81) | (6.18) |
| Cash flow adequacyratio (%) | 64.62 | 65.21 | 73.25 | 69.86 | 68.71 | -- | |
| Cash reinvestment ratio (%) | 5.28 | 8.21 | 12.58 | 1.01 | (1.53) | (1.58) | |
| Leverage | Operation leverage | 1 | 1 | 1 | 1 | 1 | 1 |
| Financial leverage | 1.15 | 1.23 | 1.06 | 0.95 | 0.95 | 0.88 | |
| Explain the reasons for the changes in the financial ratios in the last 2 years. (Note applicable if the change is under 20%) 1. Debt service coverage ratio increased by 115.48% from 2020 mainly due to a decrease in net loss before tax compared with 2020. 2. Return on assets increased by 88.37% from 2020 mainly due to a decrease in net loss after tax compared with 2020. 3. Return on equity increased by 81.53% from 2020 mainly due to a decrease in net loss after tax compared with 2020. 4. EBT to paid-in capital ratio increased by 105.77% from 2020 mainly due to an increase in net income before tax compared with 2020. 5. Net profit rate increased by 82.03% from 2020 mainly due to a decrease in net loss after tax compared with 2020. 6. Earnings per share increased by 83.19% from 2020 mainly due to a decrease in net loss after tax compared with 2020. 7. Cash flow ratio was down by 167.8% from 2020 mainly due to the net cash outflow from operating activities. 8. Cash reinvestment ratio was down by 251.40% from 2020 mainly due to the net cash outflow from operating activities. |
-
Explain the reasons for the changes in the financial ratios in the last 2 years. (Note applicable if the change is under 20%)
-
Debt service coverage ratio increased by 115.48% from 2020 mainly due to a decrease in net loss before tax compared with 2020.
-
Return on assets increased by 88.37% from 2020 mainly due to a decrease in net loss after tax compared with 2020.
-
Return on equity increased by 81.53% from 2020 mainly due to a decrease in net loss after tax compared with 2020.
-
EBT to paid-in capital ratio increased by 105.77% from 2020 mainly due to an increase in net income before tax compared with 2020.
-
Net profit rate increased by 82.03% from 2020 mainly due to a decrease in net loss after tax compared with 2020.
-
Earnings per share increased by 83.19% from 2020 mainly due to a decrease in net loss after tax compared with 2020.
-
Cash flow ratio was down by 167.8% from 2020 mainly due to the net cash outflow from operating activities.
-
Cash reinvestment ratio was down by 251.40% from 2020 mainly due to the net cash outflow from operating activities.
-
Note 1: Any year for which the data has not been verified by a CPA should be indicated.
-
Note 2: As of the publication date of the annual report, companies whose stocks are listed on Taiwan Stock Exchange or whose stocks have been traded over the counter should also analyze their financial data in the most recent period that has been audited or reviewed by a CPA.
-
Note 3: The calculation formulas should be listed at the end of the annual report:
-
Financial structure
-
(1) Liabilities to assets ratio (%) = Total liabilities/Total assets.
-
(2) Long-term capital to property, plant and equipment ratio = (Total equity + Non-current
-
96
liabilities)/Net property, plant, and equipment.
-
Debt service ability
-
(1) Current ratio = Current assets/Current liabilities.
-
(2) Quick ratio = (Current assets - Inventory - Prepaid expenses)/Current liabilities.
-
(3) Debt service coverage ratio = Earnings before interest and taxes/Interest expenses.
-
Operating ability
-
(1) Accounts receivable turnover rate (including accounts receivable and bills receivable from operating activities) = Net sales/Balance of average accounts receivable in each period (including accounts receivable and notes receivable from operating activities).
-
(2) Average days of cash collection = 365/Accounts receivable turnover.
-
(3) Inventory turnover = Cost of sales/Average inventory.
-
(4) Payables turnover rate (including accounts payable and notes payable from operating activities) = Cost of sales/Balance of average accounts payable in each period (including accounts payable and notes payable from operating activities).
-
(5) Average days of goods sold = 365/Inventory turnover.
-
(6) Property, plant and equipment turnover = Net sales/Average net property, plant, and equipment.
-
(7) Total asset turnover = Net sales/Average total assets.
-
Profitability
-
(1) Return on assets = [Profit or loss after tax + Interest expenses × (1 - Tax rate)]/Average total assets.
-
(2) Return on equity = Profit or loss after tax/Average total equity.
-
(3) Net profit rate = Profit or loss after tax/Net sales.
-
(4) Earnings per share = (Income attributable to owners of parent company - Preference shares dividends)/Weighted average number of shares issued. (Note 4)
-
Cash flow
-
(1) Cash flow ratio = Net cash flows from operating activities/Current liabilities.
-
(2) Cash flow adequacy ratio = Net cash flow from operating activities for the most recent five years/(Capital expenditures + Inventory increment + Cash dividends) for the most recent five years.
-
(3) Cash reinvestment ratio = (Net cash flow from operating activities - Cash dividends)/(Gross property, plant and equipment + Long-term investment + Other non-current assets + Working capital). (Note 5)
-
Leverage:
-
(1) Operating leverage = (Net operating revenue - Variable operating costs and expenses)/Operating income (Note 6).
-
(2) Financial leverage = Operating income/(Operating income - Interest expenses).
-
Note 4: The following matters shall be noted for the calculation formula for earnings per share:
-
The weighted average number of ordinary shares shall prevail rather than the number of outstanding shares at the end of the year.
-
Where there is a cash capital increase or trading of treasury shares, the weighted average number of shares in the outstanding period shall be calculated.
-
In the event of capitalization of earnings or capital surplus, when the annual or semi-annual earnings per share in the past are calculated, retrospective adjustments shall be made as per the capital increase percentage, regardless of the issuance period of the capital increase.
-
If the preference shares are non-convertible cumulative preference shares, the dividends for the year (whether issued or not) should be deducted from the net income after tax or added to the net loss after tax. If the preference shares are non-cumulative in nature, in the case of net income after tax, the preference shares dividend shall be deducted from the net income after tax, while in the case of a loss, adjustment is not required.
Note 5: The following matters shall be noted for cash flow analysis:
-
Net cash flow from operating activities refers to the net cash inflow from operating activities in statement of cash flows.
-
Capital expenditures refer to the annual cash outflow from capital investments.
-
The increase in inventories is only included when the ending balance is greater than the opening balance. If the inventories decrease at the end of the year, it will be regarded as zero.
-
Cash dividends include cash dividends on ordinary shares and preference shares.
-
Gross property, plant and equipment refers to the total property, plant and equipment before accumulated depreciation is deducted.
97
-
Note 6: The issuer shall classify various operating costs and operating expenses as fixed and variable as per the nature. If estimates or subjective judgments are involved, the reasonableness and consistency shall be ensured.
-
Note 7: If the Company’s stock is no-par-value stock or the par value per share is not NT$10, the equity attributable to the shareholders of parent company in the balance sheet shall be adopted to calculate the ratio related to the paid-in capital above.
98
III. Audi Committee Review Report on Financial Statements of the previous period:
Audit Committee Review Report
For approval
The Board of Directors of Unitech Printed Circuit Board Corp. has prepared the financial statement for the period of 2021 (including consolidated financial statements), which the CPAs of KPMG Taiwan have audited. We have reviewed these financial statements and the business report, and confirm that all were properly prepared. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company, we hereby issue this Review Report for your approval.
To
2022 General Meeting of Shareholders
Unitech Printed Circuit Board Corp. Convener of Audit Committee: Hsu Wen-Hsing
March 30, 2022
99
Audit Committee Review Report
For approval
The Board of Directors, Unitech Printed Circuit Board Corp., has prepared the proposal for the appropriation of funds for covering carryforward loss in 2021. We, the Audit Committee, have reviewed the proposal, and confirm that it was properly prepared. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company, we hereby issue this Review Report for your approval.
To
2022 General Meeting of Shareholders
Unitech Printed Circuit Board Corp. Convener of Audit Committee: Hsu Wen-Hsing
March 30, 2022
100
IV. Financial Statements of the previous period with Auditors’ Report:
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V. The audited Separate Financial Statements of the previous period:
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- VI. Any insolvency to the Company and its affiliates in the previous period to the day this report was printed: None.
257
Seven. Review of financial position and financial performance, and assessment of risks
I. Comparative analysis of financial position:
| mparative analysis of financial position: | mparative analysis of financial position: | mparative analysis of financial position: | ||
|---|---|---|---|---|
| Unit: NT$thousand; % | ||||
| Year Item |
2021 | 2020 | Difference | |
| Amount | % | |||
| Current assets | 5,610,478 | 5,920,026 |
(309,548) |
-5.23% |
| Non-current assets | 13,771,801 | 13,122,726 |
649,075 |
4.95% |
| Total assets | 19,382,279 | 19,042,752 |
339,527 |
1.78% |
| Current liabilities | 5,111,524 | 5,102,053 |
9,471 |
0.19% |
| Non-current liabilities | 4,777,512 |
4,268,899 |
508,613 |
11.91% |
| Total liabilities | 9,889,036 | 9,370,952 |
518,084 |
5.53% |
| Capital of common shares |
6,194,072 | 6,194,072 |
0 |
0.00% |
| Capitalsurplus | 2,833,418 | 2,843,140 | (9,722) | -0.34% |
| Retained earnings | 306,992 | 545,332 |
(238,340) |
-43.71% |
| Otherequity | 158,761 | 89,256 |
69,505 | 77.87% |
| Treasury shares | 0 | 0 |
0 |
0.00% |
| Totalequity | 9,493,243 | 9,671,800 | (178,557) | -1.85% |
| Total liabilities and shareholders equity |
19,382,279 | 19,042,752 |
339,527 |
1.78% |
| Note to items of significant change (change exceeding 50%) 1. Other equity increased due to an increase in the market value of the shares issued by Ideal Bike Corporation held by the Company in 2021. . |
II. Comparative analysis of financial performance:
| Unit: NT$thousand; % | Unit: NT$thousand; % | |||
|---|---|---|---|---|
| Year Item |
2021 | 2020 | Amount change |
Proportion of change (%) |
| Net sale | 11,869,456 | 13,051,947 | (1,182,491) | -9.06% |
| Cost of operation | 12,328,824 | 13,107,115 | (778,291) | -5.94% |
| Gross profit | -459,368 | -55,168 | (404,200) | -732.67% |
| Operating expense | 1,205,484 | 1,316,981 | (111,497) | -8.47% |
| Operatingincome (loss) | -1,664,852 | -1,372,149 | (292,703) | -21.33% |
| Non-operating income and expense |
1,310,448 | -198,811 | 1,509,259 | 759.14% |
| Earnings (loss) before taxation |
-354,404 | -1,570,960 | 1,216,556 | 77.44% |
| Less: income tax expense | -112,287 | -134,508 | 22,221 | 16.52% |
| Net income (loss) in current period |
-242,117 | -1,436,452 | 1,194,335 | 83.14% |
| Note to items of significant | change (change | exceeding 50%) | ||
| 1. Gross profit fell due to the sizable cut of purchase orders for FPCB and the influence |
||||
| of price down. | ||||
| 2. Operating income and |
expense increased due to the gain on investments accounted for | |||
| under the equity method. | ||||
| 3. Net income before tax |
increased due to an increase in non-operating income and | |||
| expenses. | ||||
| 4. Net income increased in this period due to an increase in non-operating |
income and | |||
| expenses. |
258
III. Cash flow analysis:
| Cash flow analysis: | Cash flow analysis: | Cash flow analysis: | Cash flow analysis: | ||
|---|---|---|---|---|---|
| (I)Analysis of cash flowin 2021: | Unit: NT$thousand | ||||
| Cash balance at the beginning of period |
Net cash flow from operation of the period |
Net cash flow from investment and financial of the period |
Amount of cash surplus (short) |
Remedy for cash short | |
| Investment plan |
Wealth management plan |
||||
| 737,633 | (1,145,172) | 688,425 | 280,886 | --- | --- |
-
Cash outflow from operating activities approximately amounted to NT$1.145 billion mainly due to losses in the core business.
-
Cash flow from investing activities approximately amounted to NT$343 million mainly due to the purchase of machine and equipment.
-
Cash inflow from financing activities approximately mounted to NT$1.031 billion mainly due to the increase in borrowings.
-
(II) Remedy for cash short and liquidity analysis: not applicable.
-
(III) Liquidity analysis in the year ahead: the Company expected that equity capital and bank loans will be sufficient for covering capital expenditures.
IV. Major capital expenditures in the previous period and its influence on financial position and operation: (I) The purpose of significant capital expenditures and the sources of capital
Unit: NT$1,000
Unit: NT$1,000 |
Unit: NT$1,000 |
Unit: NT$1,000 |
Unit: NT$1,000 |
Unit: NT$1,000 |
Unit: NT$1,000 |
|||
|---|---|---|---|---|---|---|---|---|
| The plan | Actual or expected sources of capital |
Actual or expected date of completion |
Actualorexpected use of fund | |||||
2021 |
2022 | 2023 | 2024 | 2025 | 2026 | |||
| Machine and equipment purchase |
Equity capital | 2021.12.31 |
452,625 | |||||
| Machine and equipment purchase |
Equity capital | 2022.12.31 |
1,006,642 | |||||
| Machine and equipment purchase |
Equity capital | 2023.12.31 |
1,200,000 | |||||
| Machine and equipment purchase |
Equity capital | 2024.12.31 |
1,200,000 | |||||
| Machine and equipment purchase |
Equity capital | 2025.12.31 |
1,200,000 | |||||
| Machine and equipment purchase |
Equity capital | 115.12.31 |
1,200,000 |
259
(II) Expected result
| Year | Item | Production volume (SF) |
Sale volume (SF) |
Sale value (in $1,000) |
Gross profit (in $1,000) |
Operating income (in $1,000) |
|---|---|---|---|---|---|---|
| 2022 | PCB | 14,535,126 | 14,535,126 |
17,202,267 |
1,787,544 |
325,352 |
| 2023 | PCB | 11,957,623 | 11,957,623 |
18,095,834 |
2,078,569 |
585,663 |
| 113 | PCB | 12,734,977 | 12,734,977 |
19,180,293 |
2,440,660 |
867,876 |
| 2025 | PCB | 13,481,786 | 13,481,786 |
22,157,323 |
3,183,969 |
1,355,989 |
| 115 | PCB | 14,191,354 | 14,191,354 |
23,265,189 |
3,343,167 |
1,423,790 |
- V. Investment policy over the last 5 years, the main reason for profit or loss, corrective action plan, and the investment plan of the year ahead
2021.12.31(Unit: $1,000)
| Item Company type |
Investmen t amount |
Amount of profit or loss |
Policy | Main reason for profit or loss |
Corrective action plan |
Investm ent plan of the future |
|---|---|---|---|---|---|---|
| UNITECH ELECTRONICS INTERNATIONAL LIMITED |
USD 75,000 |
NTD 1,212,957 |
Investment in Shanghai Unitech Electronics Co., Ltd. |
Gain on investment accounted for under the equity method |
Not applicable |
--- |
| UNITECH ELECTRONICS INTERNATIONAL (HK) LIMITED |
USD 5,000 |
NTD 1,294,995 |
Investment in Shanghai Unitech Electronics (Nantong) Co., Ltd. |
Gain on investment accounted for under the equity method |
Not applicable |
--- |
| Da-Tai Investment Co., Ltd. |
NTD 820,019 |
NTD 84,199 |
General investment company |
Gain on investment accounted for under the equity method |
Not applicable |
-- |
VI. Analysis and assessment of risks:
- (I) The influence of interest rate and exchange rate fluctuation and inflation on the income status of the Company and the plan in response:
he Company and the |
plan in response: |
|---|---|
| Item | 2021 (Unit: $1,000) |
| Interest expense | 85,155 |
| Exchange gain (loss) |
8,917 |
PCB is in an capital-intensive and technology-intensive industry with huge investment in fixed assets. In addition, capital requirement in different aspects is also high. Major materials for the equipment and manufacturing are mostly supplied for US and Japanese firms. In addition, the marketing and sale are also export-oriented with quotation basing on the local currencies of the customers. As such, fluctuation of exchange rate and interest rate will trigger relevant
260
changes in exchange gains or loss and interest expense, which in turn affected the profit status of the Company.
Inflation: The Company has not been significantly affected by inflation on its income status so far.
-
(II) The policy of engagement in high risk, high leverage investment, loaning to a third party, endorsement and guarantee, and derivative trade, the main reason for profit or loss, and the policy in response: The Company did not engage in high risk and high leverage investment, and has undertaken endorsement and guarantee in favor of a third parties in accordance with applicable rules and regulations of the Company.
-
(III) R&D plan in the future and expected investment in R&D:
| R&D plan in the future | Further investment required for R&D ($1,000) |
|---|---|
| Embedded circuit/copper block product development |
19,200 |
| Development of display board-related products and applications |
-
(IV) The influence of the changes in important policies and regulatory environment in the home country on the financial position and operation of the Company, and the policy in response to the changes: None.
-
(V) The influence of the changes in the technological and industrial environment on the financial position and operation of the Company, and the policy in response to the changes: None.
-
(VI) The influence of the change in corporate image on crisis management of the enterprise, and the policy in response to the change:None.
-
(VII) Expected result and possible risk from mergers and acquisitions: None.
-
(VIII) Expected result and possible risk from capacity expansion: None.
-
(IX) The risks deriving from concentration of purchase or sale: None.
-
(X) The influence of massive transfer or replacement of shares by the Directors, Supervisors, or shareholders each holds more than 10 % of the shares issued by the Company and the risk thereof: None.
-
(XI) The influence of change in the management of the Company and the risk thereof: None.
-
(XII) In the area of legal proceedings of non-litigation matters, specify the names of the Directors, Supervisors, general managers, legal representatives, shareholders each holds more than 10% of company shares, and subsidiaries with final ruling or still in proceedings of major legal proceedings, non-litigation matters or administrative disputes, and the result of which may significantly affect shareholders equity or stock price. In addition, disclose also the fact of the contentions, the amount involved, the day of commencement of the proceedings, the major litigants in the proceedings, and the status as of the day this report was printed:
In June 2013, a default customer declined to settle the payment with the Company. Instead, this customer file a law suit against the Company with product quality problem as a pretext. This case was trialed at Jiansu Province Suzhou Intermediate People’s Court with ruling on December 17 2015 that the customer lose in the case and required to settle the remainder of the proceeds with the Company plus accrued interest and the fee incurred from the legal proceedings. In October 2018, a customer declined to settle the proceeds with the Company. The Company petitioned with the court for compulsory action. The Customer has paid $4,769 thousand. The Company further filed a law suit against this customer to claim for the remaining $20,754 thousand with the court of Taiwan. Taiwan Shilin District court ruled not in favor of the Company on September 11 2019. The Company filed an appeal through legal counsels. Again, the High Court of Taiwan ruled not in favor of the Company on March 25 2020. The Company decided no further appeal, and referred the remainder of the proceeds in full amount for write-off against the allowance for bad debts.
261
Chairman Chang Yuan-Min of the Company was charged by the Public Prosecutors Office of Taipei District Court under 2020 Zheng-Zi No. 19504 on June 11 2013 in connection with an alleged violation against the Securities and Exchange Act when Chairman Chang was the Chairman of Taiwan First Securities. Chairman Chang acquitted in the ruling of the firs trial. The Prosecutors filed an appeal. The case is proceeding at the High Court of Taiwan. Significant influence on the financial position and operation on the Company is unlikely.
(XIII) Other important risks and policies in response to these risks: information security risk and policies to deal with the risk:
The mainframe and data equipment of the Company are placed in an IT machine room under strict control equipped with stable air-conditioning and UPS for the continued operation and service of the data center. In addition, all services were backup and all the magnetic tapes are stored in fire-proof cabinet for easy access for viewing and audit in the future.
Real-time backup mechanism is in place for the main system under the double-backup structure. In case one machine room cannot function normally, all services could be switched to the other machine room at once for assurance of no interruption. For the further upgrade of the capacity in recovery after disaster, the Company holds exercise drill for the backup of essential system once quarterly. The projects for the main system in this year:
- Information network
Design the plan for the replacement of core network exchange devices and network of the core office area to reduce the operation risk possible triggered by obsolete machines. The replacement is expected to complete in this year.
- Replacement of obsolete computers
In responding to the suspension of system backup for the Window 7 OS, the Company planned to replace all computers with the Window 10 OS to reduce possible information security risk caused by the defects in operation.
- Reinforcement of computer information security of the equipment
Installation of close-end network and continue the introduction of antivirus wall mechanism to avoid virus infection after the machine is connected to the network that affected production. In addition, data transmission and the use of USB is under strict control. The control of PIN for access to machine is intensified to minimize the possibility of entry from the backdoor.
- Fortification of the mainframe security
Pursue the strategy of creating a list of mainframe to restrict files of unidentified sources and the import of files by human action to avoid malignant program intrusion that resulted in the encryption of essential system files.
- Backup with virtual server
Plan to establish image backup for the virtual server that enables the virtual server to restore the whole system through the real-time backup system in case of mainframe failure or malfunction. This helps to mitigate the impact on the operation of the Company.
Conclusion:
The IT function of Unitech reviews its information security strategy every year, and continues to bolster all areas of information security for alignment with the current status of information security. It also takes various measures for protection for assurance of the sustainable operation of the information system. It is impossible to guarantee no weakness manipulated by a third party with intent of using or intruding into the system, the Company will appoint external professionals to scan the weakness regularly in the year for the strict enforcement of information security and review possible risk. The Company will also purchase necessary software and hardware in line with the trend of information security every year for rectifying the weakness and assuring the continuation of essential information services of the Company and reducing operation risk.
262
VII. Other materiality: None
263
Eight. Important information
I. Information on affiliates
-
(I) Business Report on Affiliates
-
Outlook of the Affiliates:
- (1) Organizational chart of the affiliates (2021.12.31)
==> picture [417 x 274] intentionally omitted <==
----- Start of picture text -----
Unitech Printed
Circuit Board Corp.
100%
100% 6.1%
Unitech Electronics Da-Tai
International Investment Co.,
Limited Ltd.
93.9%
Unitech Electronics International
(HK) Limited
100% 9.23%
Shanghai 90.77% Shanghai
Unitech Unitech
Electronics Electronics
Co., Ltd. (Nantong)
Co., Ltd.
----- End of picture text -----
(2)Basic information on the affiliates
2021.12.31(Unit: $1,000)
| 2021.12.31(Unit: $1,000) | ||||
|---|---|---|---|---|
| Name of enterprise | Date of incorporatio n |
Address | Paid-in capital |
Principal business or premium products |
| Unitech Electronics International Limited |
1995-08-10 | Vistra Corporate Services Centre Wickhams ,Cay II Road Town ,Tortola VG110 Virgin Islands, British |
USD 75,000 |
Investment in Unitech Electronics International (HK) Limited |
| Unitech Electronics International (HK) Limited |
2007-11-21 | 2/F, Jonsim Place, No. 228 Queen’s Road East, Wanchai, HK |
USD 82,000 |
Investment in Shanghai Unitech Electronics Co., Ltd. which in turn invested in Shanghai Unitech Electronics (Nantong) Co., Ltd. |
| Shanghai Unitech Electronics Co., Ltd. |
1995-12-21 | Room 407, Tower No. 2, No. 999, Huaxu Highway, Xujing Town, Qingpu District, Shanghai |
USD 76,800 |
Manufacturing and sale of PCB |
| Shanghai Unitech Electronics (Nantong) Co., Ltd. |
2018-02-08 | No. 99, Xiwang Blvd, Gaoxin District, Nantong |
USD 130,000 |
Manufacturing and sale of PCB |
| Da-Tai Investment Co., Ltd. | 1998-09-25 | 28F, No. 216, Tunhua South Road Section II, Taipei |
NTD 820,000 |
General Investment |
264
-
(3) Information on shareholders or Directors presumed to have control or in subordination pursuant to Article 369 of the Company Act: not applicable.
-
(4) Operation and division of labor of all affiliates: The Company, Unitech Electronics International Limited, Unitech Electronics International (HK) Limited, Shanghai Unitech Electronics Co., Ltd., and Shanghai Unitech Electronics (Nantong) Co., Ltd. are engaged in the design, manufacturing, and trade of multi-layer PCB. Unitech Electronics International Limited invested to establish Unitech Electronics International (HK)Limited which in turn invested to establish Shanghai Unitech Electronics (Nantong) Co., Ltd. as a foothold for expansion in the market of Mainland China.
Da-Tai Investment Co., Ltd in an investment firm.
- (5) Information on Directors and Supervisors of the affiliates:
2021.12.31(Unit: share/%)
| Name of enterprise | Title | Name or representative | Quantity of shareholding | Quantity of shareholding |
|---|---|---|---|---|
| Quantity of shareholding |
Proportion of shareholding. |
|||
| Unitech Electronics International Limited |
Director | Representative of Unitech Printed Circuit Board Corp.: Chang Yuan-Min |
3,750 |
100.00% |
| Director | Representative of Unitech Printed Circuit Board Corp.: Chen Cheng-Hsiung |
|||
| Unitech Electronics International (HK) Limited |
Director | Representative of Unitech Electronics International Limited: ChangYuan-Fu |
77,000,100 | 93.90% |
| Director | Representative of Unitech Electronics International Limited: Chen Cheng-Hsiung |
|||
| Shanghai Unitech Electronics Co., Ltd. |
Chairman | Representative of Unitech Electronics International (HK) Limited: Chang Yuan-Min |
--- | 100.00% |
| Director | Representative of Unitech Electronics International (HK) Limited:Hsu Cheng-Hung |
|||
| Director | Representative of Unitech Electronics International (HK) Limited: Chen Cheng-Hsiung |
|||
| Director | Representative of Unitech Electronics International (HK) Limited: Chang Ping-Chao |
|||
| Director | Representative of Unitech Electronics International (HK) Limited:HungHsien-Ching |
|||
| Supervisor | Representative of Unitech Electronics International (HK) Limited: Chang Yuan-Fu |
|||
| Da-Tai Investment Co., Ltd. |
Chairman | Representative of Unitech Printed Circuit Board Corp.: Chang Ping-Chao |
82,000,000 |
100.00% |
| Director | Representative of Unitech Printed Circuit Board Corp.: Chen Cheng-Hsiung |
|||
| Director | Representative of Unitech Printed Circuit Board Corp.: Chang Yuan-Min |
|||
| Supervisor | Representative of Unitech Printed Circuit Board Corp.: Chang Yuan-Fu |
|||
| Shanghai Unitech Electronics (Nantong) Co., Ltd. |
Chairman | Representative of Shanghai Unitech Electronics Co., Ltd.: ChangYuan-Min |
--- | 90.77% |
| Director | Representative of Shanghai Unitech Electronics Co., Ltd.: Hsung Cheng-Hung |
|||
| Director | Representative of Shanghai Unitech Electronics Co., Ltd.: Chen Cheng-Hsiung |
|||
| Director | Representative of Shanghai Unitech Electronics Co., Ltd.: Chang Ping-Chao |
|||
| Supervisor | Representative of Shanghai Unitech Electronics Co., Ltd.: Chang Kai-Cheng Chin-Fang Wu |
|||
| Director | Representative of Unitech Electronics International (HK) Limited: Chang Yuan-Fu |
--- | 9.23% | |
| Supervisor | Representatives of Unitech Electronics International (HK) Limited: ChangKai-Cheng, Chin-Fang Wu |
265
2. Business highlights of the affiliates:
Financial position and operation result of the affiliates:
2021.12.31 (Unit: NT$ thousand; earnings per share/NT$)
| Name of enterprise | Stated Capital |
Total assets | Total liabilities |
Net | Revenue | Operating income |
Income (loss)in current period |
Earnings per share |
|---|---|---|---|---|---|---|---|---|
| Unitech Electronics International Limited | 2,414,937 | 3,864,241 | 314,363 | 3,549,878 | 0 | (184) | 1,212,957 | --- |
| Unitech Electronics International (HK) Limited | 2,634,907 | 4,080,581 | 2,130 | 4,078,451 | 0 | (120) | 1,294,995 | --- |
| Shanghai Unitech Electronics Co., Ltd. | 2,474,777 | 4,218,895 | 449,310 | 3,769,585 | 1,103 | (150,269) | 1,316,769 | --- |
| Shanghai Unitech Electronics (Nantong) Co., Ltd. | 3,916,480 | 8,208,686 | 4,839,412 | 3,369,274 | 4,515,077 | (239,871) | (255,192) | --- |
| Da-Tai Investment Co., Ltd. | 820,000 | 1,214,141 | 1,234 | 1,212,907 | 0 | 84,697 | 84,199 | 1.03 |
Note: On December 31, 2021, the exchange rate of USD to NTD is 1 USD to 27.68 NTD
On December 31, 2021, the exchange rate of CNY to TWD is 1 CNY to 4.3415 NTD”
The weighted average exchange rate of USD to NTD in 2021 is 1 USD to 27.9983 NTD
The weighted average exchange rate of CNY to NTD in 2021 is 1 CNY to 4.3402 NTD
.
266
(II) Declaration
Declaration
In 2021 (from January 1, 2021 to December 31, 2021), the related entities that are required to be included in the preparation of the consolidated financial statements of the Company, under the “Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same as those defined in International Financial Reporting Standards (IFRS) No. 10 "Consolidated Financial Statements." In addition, the information which shall be disclosed in the combined financial statements of affiliated companies is included in the consolidated financial statements of the parent company. Consequently, there will be no separate preparation of combined financial statements of affiliated companies.
Your attention is requested
Company name: Unitech Printed Circuit Board Corp. Chairman: Chang Yuan-Ming
Date: 2022.03.30
(III) Report on affiliation: not applicable
267
-
II. Offering of securities through private placement in the previous period to the day this report was printed: None.
-
III. Holding or disposal of the shares issued by the Company by its subsidiaries in the previous period to the day this report was printed: None.
-
IV. Other supplementary information: None.
-
Nine. The occurrence of events as stated in Subparagraph 2 of Paragraph 3 under Article 36 of the Securities and Exchange Act in the previous period to the day this report was printed that significantly affected the shareholders equity or stock price of the Company: None.
268
Unitech Printed Circuit Board Corp.
Chairman: Chang Yuan-Ming