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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

  • (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

  • III. Name, address and telephone of Share Registrar

  • (1) Name: Office of Unitech Share Registrar

  • (2) Address: 12F, No. 98, Tunhua South Road Section II, Taipei

  • (3) Telephone: (02)2705 1333

  • (4) Website: https://www.pcbut.com.tw

  • IV. Names of CPAs, name of CPA office, address and telephone:

  • (1) Name: Chuang, Chun-Wei and Hsu, Ming-Fang

  • (2) Name of CPA office: KPMG Taiwan

  • (3) Address: 68F, No. 7, Xinyi Road Section V, Taipei (Taipei 101)

  • (4) Telephone: (02)8101 6666

  • (5) Website: http://www.kpmg.com.tw

  • V. Names of the overseas exchanges for the listing of stock for trading, and means of inquiry of related securities traded overseas: None.

  • VI. Official website of the Company: https://www.pcbut.com.tw

Unitech Printed Circuit Board Corp. Table of content

Page
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
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

  1. Continue to promote niche items and expand the clientele base for revenue and profit growth.

  2. (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.

  3. (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.

  • (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.

  • (5) Entry to LEO satellite supply chain for keeping abreast of the development trend in related industries.

  • 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.

  • 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.

  • Unitech will continue to introduce an automated production process and process leaning plan for the best production efficiency and cost.

  • 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:

  • (I) Date of incorporation: 1984.12.31

  • (II) Company history (as of 2021.04.30):

  • 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.

  • 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

  • December 1999 Capacity expansion at Tucheng Plant No. 2 completed. October 2000 Equipment installation at Tucheng Plant No. 3 completed and launched to operation.

  • 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)

  • 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

  • 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.

  • June 2008 Installation of equipment at the photovoltaic energy plant in Lize, Yilan was completed, and operated.

  • 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

  • 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.

  • 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
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:

  • (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.

  • (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.

  • (3). President Office: map out the business objective of the Company, administer the conduct of business and administrative affairs.

  • (4). Audit Office: Audit the business operations of the Company and provide recommendations for improvement.

  • (5). Safety and Health Office: Advocacy and management of occupational hazard prevention and occupational safety and health.

  • (6). Legal Affairs Office: responsible for the review and conduct of legal affairs, and is the law compliance administrative body of the Company.

  • (7). Planning Office: Integration and management of operation performance and advocacy and implementation of new business.

  • (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.

  • (9). Purchasing Business Unit: The procurement and management of raw materials for the production and manufacturing of the Company.

  • (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.

  • (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.

  • (12). Process Engineering Business Unit: production, public facility maintenance and environmental management.

  • (13). Environment Maintenance Business Unit: anti-pollution, environmental protection, and energy saving planning.

  • (14). Production Business Unit: Management of product manufacturing quality, delivery, and production lines.

  • (15). Production Control Business Unit: Design of production plan, coordination of production and sale, warehouse management and bonded area management.

  • (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.

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II. Profiles of Directors, President, Vice Presidents, and heads of functions and branches:

(I) Profiles of the Directors

  1. 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~

  1. 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.
  1. Board diversity and independence:

  2. (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.

  3. (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.

  4. (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.

  5. (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.

  6. (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)

  1. 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

  1. 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

  1. 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
  1. 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.

  1. 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:

  1. 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
  1. 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

  1. 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:

  1. 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:

  2. (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.

  3. (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

  4. 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:

  5. (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.
  6. (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

  1. 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%
  1. 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

  1. 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:

  1. 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.

  2. (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.

  1. 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:

  2. (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.

  1. 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):

  2. 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~

  1. 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
  1. 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)

  1. 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

  1. Approved the 2020 Business Report and Financial Statement. Status: motion passed.

  2. Approved the earnings distribution or deficit compensation in 2020. Execution: A resolution was adopted not to pay out dividends to shareholders this year.

  3. 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.

  4. Approved the amendment to the Company's Parliamentary Procedure for Shareholders Meeting. Execution: A resolution was adopted to proceed as per the amended regulations.

  5. 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.

  1. Approved the removal of the non-compete clause for the newly elected directors and their representatives.

    • Status: motion passed.
  2. (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.

  3. (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.

  4. 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

  1. 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.

  2. 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.

  3. The resolution of the Board in effecting remuneration:

  4. (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.

  5. (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.

  6. 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%
  1. New items in planning of development

  2. (1) PTFE antennae board development.

  3. (2) Small cell PCB development.

  4. (3) AR/VR FPCB development.

(II) Industry Outlook

  1. 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.

  1. 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

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----- 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

  1. 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%
  1. 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.

  1. 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. (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

  1. 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.

76

==> 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 111,763 143,820
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

  1. 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

82

  - * 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.
  1. Retirement system and implementation:

  2. 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.

  3. 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.

  4. Policy for the protection of the rights and privileges of the employees:

  5. 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.

  6. 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.

  7. Work environment and safety protection policy:

  8. 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.

  9. 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.

  10. 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
  1. 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.

  2. The Company will respond in the following manner for the time being and in the future:

  3. A. The Company duly observe applicable legal rules governing labor and act accordingly.

  4. B. The Company makes further effort to provide benefits for the employees.

  5. 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.
  1. 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.

  1. Establishment of an ERP backup mechanism : We will adopt the high availability (HA) architecture to provide real-time backup services to maintain uninterrupted operations.

  2. 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.

  3. Replacement of network equipment: We will replace network equipment in the data center and build a complete real-time backup network.

86

  1. Virtual machine data backup: We will achieve full backup to cope with temporary abnormal situations (virus infection or ransomware).

  2. 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.

  3. 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.

91

(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

92

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:

  1. Financial structure

  2. (1) Liabilities to assets ratio (%) = Total liabilities/Total assets.

  3. (2) Long-term capital to property, plant and equipment ratio = (Total equity + Non-current

93

liabilities)/Net property, plant, and equipment.

  1. 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.

  2. 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.

  3. 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)

  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)

  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).

  6. Note 4: The following matters shall be noted for the calculation formula for earnings per share:

  7. The weighted average number of ordinary shares shall prevail rather than the number of outstanding shares at the end of the year.

  8. 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.

  9. 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.

  10. 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.

  11. Note 5: The following matters shall be noted for cash flow analysis:

  12. Net cash flow from operating activities refers to the net cash inflow from operating activities in statement of cash flows.

  13. Capital expenditures refer to the annual cash outflow from capital investments.

  14. 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.

  15. Cash dividends include cash dividends on ordinary shares and preference shares.

  16. 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.

  1. Debt service ability

  2. (1) Current ratio = Current assets/Current liabilities.

  3. (2) Quick ratio = (Current assets - Inventory - Prepaid expenses)/Current liabilities.

  4. (3) Debt service coverage ratio = Earnings before interest and taxes/Interest expenses.

  5. Operating ability

  6. (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).

  7. (2) Average days of cash collection = 365/Accounts receivable turnover.

  8. (3) Inventory turnover = Cost of sales/Average inventory.

  9. (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).

  10. (5) Average days of goods sold = 365/Inventory turnover.

  11. (6) Property, plant and equipment turnover = Net sales/Average net property, plant, and equipment.

  12. (7) Total asset turnover = Net sales/Average total assets.

  13. Profitability

  14. (1) Return on assets = [Profit or loss after tax + Interest expenses × (1 - Tax rate)]/Average total assets.

  15. (2) Return on equity = Profit or loss after tax/Average total equity.

  16. (3) Net profit rate = Profit or loss after tax/Net sales.

  17. (4) Earnings per share = (Income attributable to owners of parent company - Preference shares dividends)/Weighted average number of shares issued. (Note 4)

  18. Cash flow

  19. (1) Cash flow ratio = Net cash flows from operating activities/Current liabilities.

  20. (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.

  21. (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)

  22. Leverage:

  23. (1) Operating leverage = (Net operating revenue - Variable operating costs and expenses)/Operating income (Note 6).

  24. (2) Financial leverage = Operating income/(Operating income - Interest expenses).

  25. Note 4: The following matters shall be noted for the calculation formula for earnings per share:

  26. The weighted average number of ordinary shares shall prevail rather than the number of outstanding shares at the end of the year.

  27. 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.

  28. 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.

  29. 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:

  1. Net cash flow from operating activities refers to the net cash inflow from operating activities in statement of cash flows.

  2. Capital expenditures refer to the annual cash outflow from capital investments.

  3. 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.

  4. Cash dividends include cash dividends on ordinary shares and preference shares.

  5. 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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  • 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 --- ---
  1. Cash outflow from operating activities approximately amounted to NT$1.145 billion mainly due to losses in the core business.

  2. Cash flow from investing activities approximately amounted to NT$343 million mainly due to the purchase of machine and equipment.

  3. Cash inflow from financing activities approximately mounted to NT$1.031 billion mainly due to the increase in borrowings.

  4. (II) Remedy for cash short and liquidity analysis: not applicable.

  5. (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:

  1. 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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

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  • 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.

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Unitech Printed Circuit Board Corp.

Chairman: Chang Yuan-Ming