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WKG Annual Report 2020

Aug 13, 2021

52415_rns_2021-08-13_6934b37f-eee5-44ad-9366-b131b3f3f77d.pdf

Annual Report

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==> picture [120 x 131] intentionally omitted <==

World Known MFG (Cayman) Limited

2020 Annual R rt epo

This annual report is available at http://mops.twse.com.tw Company Websiteshttp://www.wkgroup.com Printed on May31, 2021

1.Spokesperson and acting spokesperson

Spokesperson Name : Yu Shen Fen Acting spokesperson Name : Tseng,Kuo-Hsien Title : Chief Financial Officer Title : Taiwan Subsidiary General Manger Tel : 886-4-2567-7958 Tel : 886-4-2567-7958 E-mail : [email protected] E-mail : [email protected]

2.Contact information of the head office, branch offices andfactories

(1)Head office Name : World Known MFG (Cayman) Limited Adress : The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands Tel : 886-4-2567-7958

(2)CHINA Subsidiary Name : World Known Precision Industry (Fuzhou) Co., Ltd. Adress : No. 161, North Hu-Wen Rd., Wen Wu Sha Town, Chang-Le Dist., Fuzhou, Fujian Prov., China Tel : 86-591-28780988 (3)TAIWAN Subsidiary Name : World Known Precision Industry Co., Ltd. Adress : No,470,Sec3,Ya-Tan Rd.,Daya Dist., Taichung City Taiwan. Tel : 886-4-2567-7958

(4)SAMOA Subsidiary Name : Honour Glory International Ltd. Adress : Offshore Chambers, P.O.Box 217 , Apia, Samoa Tel : 886-4-25677958

(5)AMERICAN Subsidiary Name : WKP HITECH USA, INC. Adress : 1955 Brookfield Court, Columbus, IN, USA Tel : 886-4-25677958

3.Stock Transfer Agency (Name, Address, Website and Telephonenumber)

Name : JihSun Securities Co., Ltd. Website : https://www.jihsun.com.tw/ Adress : 7F., No. 85, Sec. 2, Nanjing E. Rd., Tel : 02-2562-6288 Zhongshan Dist., Taipei City , Taiwan (R.O.C.)

4.Contact Information of the certified public accountant (CPA) for the latest financial repor

Name : Chang-Hsieh Chen, Tsu-Hsin Chang Website : http://www.kpmg.com.tw Firm : KPMG Tel : 02-8101-6666 Adress : 68F, No.7, Sec. 5, Xinyi Road, Xinyi District, Taipei City

5.Name of the stock exchange where company’s listed overseas securities are traded and the access to information on such listed overseas securities: N/A.

6.Company Website : http://www.wkgroup.com

7.Responsible person for litigation and non-litigation (name, title and contact information):

Name : Lu,Huang-Fu Title : Chairman Tel : 886-4-2567-7958 E-mail : [email protected]

8.Directors

8.Directors
Title Name Nationality Education/Qualifications
Chairman Lu, Huang-Fu R.O.C 1.The College of Law, Tunghai University
2.School of Management Development,
Feng Chia University
3.Vice President of World Known Mfg. Co.,
Ltd.
Director Lu, Chung-Wen R.O.C 1.Ming-Der Vocational School
2.Director of Board, Lucky Bank, Inc.
3.Officerof Taichung Credit Union
Director Chang, Wu-Lung R.O.C 1.Department of Mechanical Engineering,
Provincial Taipei Vocational School of
Industry
2.Singer Taiwan Limited.
3.President of World Know Precision
Industry (Fuzhou) Co.,Ltd.
Director Sheng,
Chien-Chih
R.O.C 1.MBA, Peter F. Drucker and Masatoshi Ito
Graduate School of Management
2.Director of Board, Hota Industrial MFG.
Co., Ltd.
3.Managerof Tong-An Investment Co.,Ltd.
Director Lin, Yen-Huey R.O.C 1.Department of Business Administration,
Pacific Western University
2.Vice President of Hota Industrial MFG.
Co.,Ltd.
Director AmTrust
Investment
Consulting Corp.
R.O.C
Ho,Jung-Shu R.O.C 1.MBA, Business Administration, National
Taiwan University
2.Vice
President,
Globaltop
Assets
Management Consulting Corp.
3.Manager
of
Investment
Department,
Industrial Bank of Taiwan)
4.Deputy Manager of Asset Management
Dep., CapitalSecurities Corporation
Chen,
Ming-Chieh
R.O.C 1.EMBA, National Cheng Kung University
2.MBA, Department of Electronic and
Computer Engineering, National Taiwan
University of Science and Technology
3.Department of Electronic and Computer
Engineering, National Taiwan University
of Science and Technology
4.Director
of
Investment
Department,
AmTrust Investment Consulting Corp.
5.Special Assistant of President, Industrial
Technology Research Institute
6.Engineer of Information and
Communications Research, ITRI
Title Name Nationality Education/Qualifications
Independent
Director
Wang, Wei R.O.C 1.PhD, Master Program of Agricultural
Economics
and
Marketing,
National
Chung HsingUniveristy
2.Dean of College of Business, Feng Chia
University
3.Diector of Taiwan Economic Association
4.Committee member of Internationtal Trade
Commission Ministry of EconomicAffairs
Independent
Director
Hon, Jau-Shin R.O.C 1.Phd, Department of Management science,
National Chiao Tung University
2.Chair / Associate Professor of Department
of Industrial Engineering and Enterprise
Information, Tunghai University
3.CEO of School of Exterrsion, Tunghai
University
Independent
Director
Hsu, Fu-Hsiung R.O.C 1.Master of Department of Financial &
Economic Law, Chung Yuan Christian
University
2.Lin,Zih-YingLaw Firm
3.Chen,Yi-ChengLaw Firm
4.DingLui Law Firm

Table of Contents

Table of Contents Table of Contents
I.LETTERTOSHAREHOLDERS .......................................................................................... 1
II.COMPANYPROFILE ....................................................................................................... 4
A. DATE OF INCORPORATION AND AN INTRODUCTION TO THE COMPANY AND
BUSINESSGROUP ..................................................................................................................................... 4
B. A BRIEF HISTORY OF THE COMPANY ANDTHEGROUP ................................................................. 5
III.CORPORATEGOVERNANCEREPORT ........................................................................ 6
A. ORGANIZATIONALSYSTEM .................................................................................................................. 6
B. INFORMATION ON THE COMPANY'S DIRECTORS, SUPERVISORS, GENERAL
MANAGER,DEPUTY GENERAL MANAGERS, DEPUTY ASSISTANT GENERAL MANAGERS, AND
THE SUPERVISORS OF ALL THE COMPANY'S DIVISIONS AND BRANCH UNITS ...................8
C. REMUNERATION PAID DURING THE MOST RECENT FISCAL YEAR TO DIRECTORS,
SUPERVISORS, GENERAL MANAGER AND DEPUTYGENERALMANAGER ............................. 19
D. CORPORATE GOVERNANCE IMPLEMENTATION.......................................................................... 25
E. INFORMATION REGARDING THE COMPANY’S AUDIT FEE AND INDEPENDENCE ............... 52
F. INFORMATION ON REPLACEMENTOFCPAS .................................................................................. 52
G. THE COMPANY’S CHAIRMAN, GENERAL MANAGER, MANAGERS IN CHARGE OF ITS
FINANCE AND ACCOUNTING OPERATIONS DID NOT HOLD ANY POSITIONS
WITHINTHECOMPANY’SINDEPENDENTAUDITFIRMORITSAFFILIATESINTHE
PASTYEAR ............................................................................................................................................. 53
H. ANY TRANSFER OF EQUITY INTERESTS AND/OR PLEDGE OF OR CHANGE IN EQUITY
INTERESTS (DURING THE MOST RECENT FISCAL YEAR OR DURING THE CURRENT
FISCAL YEAR UP TO THE DATE OF PUBLICATION OF THE ANNUAL REPORT) BY A
DIRECTOR, SUPERVISOR, MANAGERIAL OFFICER,OR SHAREHOLDER WITH A STAKE
OF MORE THAN 10 PERCENT DURING THE MOST RECENT FISCAL YEAR OR DURING
THE CURRENT FISCAL YEAR UP TO THE DATE OF PUBLICATION OF THE ANNUAL
REPORT. WHERE THE COUNTERPARTY IN ANY SUCH TRANSFER OR PLEDGE OF
EQUITY INTERESTS IS A RELATED PARTY, DISCLOSE THE COUNTERPARTY'S NAME,
ITS RELATIONSHIP BETWEEN THAT PARTY AND THE COMPANY AS WELL AS THE
COMPANY'S DIRECTORS, SUPERVISORS, AND TEN-PERCENT SHAREHOLDERS,AND
THE NUMBER OF SHARES TRANSFERREDORPLEDGED ............................................................. 54
I. INFORMATION ABOUT ANY ONE OF THE TOP 10 SHAREHOLDERS WHO IS THE
INTERESTED PARTY TO, OR HAS MARRIAGE RELATIONSHIP WITH AND IS A
RELATIVE WITHIN THE SECOND DEGREE OF KINSHIPOFANOTHER ...................................... 54
J. THE SHARES OF THE SAME RE-INVESTED ENTERPRISE HELD RESPECTIVELY BY THE
COMPANY, ITS DIRECTORS AND SUPERVISORS, MANAGERS, AND ANY COMPANIES
CONTROLLED DIRECTLY OR INDIRECTLY BY THE COMPANY, AND THE COMBINED
PERCENTAGE OF SHARES HELD BY SUCH ENTITIESANDPERSONS ........................................ 55
IV.CAPITALRAISING ......................................................................................................... 56
A. CAPITALANDSHARES ......................................................................................................................... 56
B. CORPORATEBONDS ............................................................................................................................. 60
C. PREFERREDSHARES ............................................................................................................................ 60
D. OVERSEASDEPOSITARYRECEIPTS .................................................................................................. 60
E. EMPLOYEESTOCKOPTIONS ............................................................................................................... 60
F. EMPLOYEERESTRICTEDSTOCK ........................................................................................................ 60
G. NEW SHARE ISSUANCE IN CONNECTION WITH MERGERSANDACQUISITIONS
61IMPLEMENTATION PLANOFFUNDING ........................................................................................ 60
H. IMPLEMENTATION PLAN OF FUNDING .......................................................................................... 60
V.OVERVIEW OFBUSINESSOPERATION ..................................................................... 61
A. BUSINESSACTIVITIES ......................................................................................................................... 61
B. MARKET AND THE OVERVIEW OF PRODUCTIONANDSALES ................................................... 70
C. THE NUMBER OF EMPLOYEES IN THE MOST RECENT TWO YEARS AND AS OFTHE
DATE OF PUBLICATION OF THEANNUALREPORT ....................................................................... 76
D. ENVIRONMENTALPROTECTIONEXPENSES ................................................................................... 76
E. LABORRELATION ................................................................................................................................ 76
F. IMPORTANTCONTRACTS ................................................................................................................... 78
VI.OVERVIEW OF COMPANYFINANCIALSTATUS ................................................... 80 VI.OVERVIEW OF COMPANYFINANCIALSTATUS ................................................... 80
A. THE CONSOLIDATED FINANCIAL STATEMENTS AND INFORMATION FOR THE
RECENT FIVE FISCAL YEAR, WHICH INCLUDES CPAS’ NAMES WITH AUDIT
OPINIONS ............................................................................................................................................... 80
B. FINANCIAL ANALYSES FOR THE PAST FIVEFISCALYEARS ...................................................... 83
C. AUDIT COMMITTEE’S REVIEW REPORT FOR THE MOST RECENT FINANCIAL STATEMENTS ... 85
D. THE FINANCIAL STATEMENTS IN THE MOST RECENT FISCAL YEAR, INCLUDING AN
AUDITOR'S REPORT PREPARED BY CPAS, AND 2-YEAR COMPARATIVE BALANCE SHEET,
STATEMENT OF COMPREHENSIVE INCOME, STATEMENT OF CHANGES IN EQUITY, CASH
FLOW CHART, AND ANY RELATED FOOTNOTES OR ATTACHED APPENDICES ................... 86
E. STANDALONE FINANCIAL STATEMENTS IN THE MOST RECENT FISCAL YEAR,
CERTIFIED BYACPA ............................................................................................................................ 86
F. IF THE COMPANY OR ITS AFFILIATES HAVE EXPERIENCED FINANCIAL DIFFICULTIES
IN THE MOST RECENT FISCAL YEAR AND AS OF THE DATE OF PUBLICATION OF THE
ANNUAL REPORT, THE ANNUAL REPORT SHALL EXPLAIN HOW SUCHDIFFICULTIES
AFFECT THE COMPANY'SFINANCIALSITUATION ........................................................................ 86
VII.REVIEW AND ANALYSIS OF THE COMPANY’S FINANCIAL STATUS,
FINANCIAL PERFORMANCE, ANDRISKMANAGEMENT ................................. 87
A. FINANCIALSTATUS ............................................................................................................................. 87
B. FINANCIALPERFORMANCE ............................................................................................................... 87
C. CASHFLOW ............................................................................................................................................ 88
D. THE IMPACT OF MAJOR CAPITAL EXPENDITURES IN THE MOST RECENT YEAR ON
FINANCIALSTATUS ............................................................................................................................. 89
E. REINVESTMENT POLICY IN THE MOST RECENT YEAR, REINVESTMENTRESULTSWITH
REASONS AND IMPROVEMENT PLANS, AND INVESTMENT PLAN FOR THE
UPCOMINGYEAR .................................................................................................................................. 89
F. RISKMANAGEMENT ............................................................................................................................ 90
G. OTHER MATTERS ................................................................................................................................. 94
VIII.SPECIALDISCLOSURE ............................................................................................ 95
A. INFORMATION RELATED TO THECOMPANY’SAFFILIATES..................................................... 95
B. TRANSACTION ABOUT THE COMPANY’S PRIVATE PLACEMENT OF SECURITIES
DURINGTHEMOSTRECENTFISCALYEARORDURINGTHECURRENTFISCALYEAR
UP TO THE DATE OF PUBLICATION OF THEANNUALREPORT ................................................ 97
C. HOLDING OR DISPOSAL OF SHARES IN THE COMPANY BY THE COMPANY'S
SUBSIDIARIES DURING THE MOST RECENT FISCAL YEAR OR DURING THE CURRENT
FISCAL YEAR UP TO THE DATE OF PUBLICATION OF THEANNUALREPORT ...................... 97
D. OTHER MATTERS THAT REQUIREADDITIONALDESCRIPTION ............................................... 97
E. ANY MATTERS LISTED IN SUBPARAGRAPH 2, PARAGRAPH 3, ARTICLE 36 OF THE
SECURITIES AND EXCHANGE ACT, WHICH MIGHT MATERIALLY AFFECT SHAREHOLDERS'
EQUITY OR THE PRICE OF THE COMPANY'S SECURITIES, HAS OCCURRED INTHEMOST
RECENT FISCALYEARAND DATE OF PUBLICATION OF THE ANNUAL
REPORT,SUCHSITUATIONS .............................................................................................................. 97

APPENDIX

CONSOLIDATED FINANCIAL STATEMENTS IN THE MOST RECENTYEAR

I.Letter to Shareholders

A.Overview of business in 2020

(I)Performance of the business plan

The net amount of the Company’s revenue for 2020 is NT$863,749,000, or NT$172,150 ,000 less than 2019 (about 16.62%). The net profit after tax is NT$68,565,000, or NT$24,506,000 less than 2019 (about 26.33%). Revenue decline in 2020 is mainly due to the recession of COVID-19 pandemic, customers in North America and Europe who accounts majority of our sales are worst impacted. With the relief of pandemic since August, 2020, delivery has gradually recovered but revenue as a whole is still less compare to previous year.

(II)Execution of budget

Pursuant to the current regulations, the Company has not disclosed the forecast of 2020 finance and thus is not applicable.

  • (III)Analysis of financial incomes and profitability
finance and thus is not applicable.
Analysis of financial incomes andprofitability
finance and thus is not applicable.
Analysis of financial incomes andprofitability
Item 2019 2020 Difference %
Net amount of operatingrevenue 1,035,899
863,749

(16.62)
Operatingmargin 267,301
201,800

(24.50)
Operating profit 111,008
78,839

(28.98)
After-tax netprofit 93,071
68,565

(26.33)
Financial
structure
Liabilityto asset ratio % 35.15
34.27

(2.50)
Long-term fund to fixed asset
ratio %
252.30
340.49

34.95
Solvency Current ratio % 212.58
173.16

(18.54)
Quick ratio % 145.34
118.80

(18.26)
Profitability Return on assets 8.05%
5.53%

(31.30)
Return on shareholder’s equity 12.69%
8.47%

(33.25
Netprofit margin 8.96%
7.94%

(11.38)
Earningsper share(NT$) 3.09
2.06

(33.33)

The profitability of 2020 decreased from 2019, the main reasons are, other than the 16.62% decline of revenue:

  1. After the outbreak of COVID-19 in first quarter of 2020, production was resumed with limited capacity due to unfavorable factors such as shortage of labor hands, disruption in supply chain and insufficient logistic services. Revenue in the period is lower than that of same period of previous year. Manufacturing cost amortized to each product unit is higher and thus drove up product cost.

  2. Customers with higher margin profit were severely impacted by pandemic. Demand dropped drastically and customers became conservative on posting forecast and releasing orders. Therefore margin profit dropped as product portfolio changed. Alternative energy product business is more mature and is witnessing strong competition from mainland China. Selling

-1-

price is reduced upon customer demand which led to lower margin profit.

In a nutshell, for 2020, under the impact of the client and product profolio , the net profit after-tax declined from 2019.

  • (IV) Research and development status

Under the light trend of automotive industry, we keep developing and improving production technology on aluminum alloy products. Besides, we strengthen the automation level and computer measurement technology to elevate production precision and product yield, to provide better product service to customers.

B.Summary of the 2021 Business Plan

  • (I)Guidelines of operations

  • Orders for aluminum products is gradually increasing despite recession. Strengthen aluminum alloy casting skills by increasing personnel training; invest moderately in aluminum casting and processing automation equipment for better production efficiency and product quality while alleviating demand of workmanship.

  • Continuously expand customer base and diversify business in various industry to increase turnover and spread business risk; Proactively seek large workpiece business opportunity and enhance utilization rate of large horizontal CNC machines.

  • In response to logistics problem such as destination port congestion and freight containers shortage, proactively adjust procurement and production schedule and make advance shipment to reduce the risk of air transport.

  • (II)Expected sales volume and the basis

The Company expect the shipment volume in 2021 to grow continuously, with the stable orders to the existing products from the major clients, combining with the mass production of new products. The estimated shipment volume is based on the long-term demand forecasts provided by the clients, the progress of new product development and the plan of capacities.

  • C.Strategies of Future Development

  • (I)Marketing strategies:

    1. Seeking opportunities to expand supply to the existing clients; through the experience of partnering with current clients, the Company seeks participation to the development projects of major international car makers; strives for the R&D for technologies improving production process, to enhance the R&D capability of the Company; and continuing the development parts for new car models.

    2. Continuously monitor the development of commercial vehicles sector ,seeking aluminum electric motor housing business opportunity from renown electric vehicle manufacturers; In response to the trend of lightweight vehicles, develop aluminum alloy chassis parts in cooperation with existing clients; Tap into relevant initiative of energy-saving, carbon-reducing and emission control regulations, expand supply of aluminum alloy EGR parts; Participate in the development of electric-mechanical brake system parts that meets higher safety regulations to satisfy client’s diverse demands.

    3. Intensify existing client service, strive to provide customer integrated services with multi- casting material, multi-manufacturing and assembly processes, satisfying the one-stop-procurement demands of the clients

    4. In the post-epidemic era, strengthen digital marketing capability. Tap and dig into potential customers to develop and categorize their requirements efficiently and systematically, and ultimately transform them into clients with real business needs.

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  5. Develop customers from new industry by contacting relevant trade association and legal entities.
  • (II)Production strategies:

    1. Promotion of smart logistic; enhancement of supports to operations; Continuously improve production automation to build smart manufacturing infrastructure and to weather labor shortage risk; Promote equipment and information visualization management thus to advance manufacturing management system efficiency. Speed up progress tracking and abnormality disposal process. Speed up decision-making process to reduce waste.

    2. Enhance supply chain management efficiency; Implement flexible production to satisfy the needs of small-batch, multi-items from customer; Integrate manufacturing process from various material forming processes such as casting, forging, to heat treatment, surface treatment, and assembling to expanding scope of product catalogue of different material and craftsmanship.

    3. Search and develop potential raw parts supplier through relevant trade association to expand non-iron casting supply base.

    4. Strengthen role of cross-functional team for new product development, R&D staff focus on new product design, new process planning and absorption and conversion of new technologies while engineering team focus on on-site process improvement and new product sample fabrication; Establish a process to shorten development lead time for new products so as to meet ever demanding delivery deadline from customers.

  • (III)Management strategies

    1. Review and simplify existing processes. Improve operational efficiency by maximizing ERP and electronic document management systems; Strengthen company's KPI management, and thus to enhance overall operation performance and implement corporate governance.

    2. Digital transformation, Optimize front-to-back management system through digital technology; Improve efficiency of communication within the organization; Further integrate internal and external information to improve customer awareness and obtain high-quality data and information; Enhance company's competitiveness.

  • D.Under the influences of external competitions, regulations, and macro- operational environment With the safety regulations upgrade in various countries, tighter environmental regulations, the trends of being smart, electrical or with new energies, as well as the rapid evolving macro environment, in the regards of industry and market, the Company will follow the trends of clients’ markets, by expanding the precise processing technologies of multiple materials (cast iron, aluminum and steel), to provide the one-stop procurement to the clients, for the purpose of enhancing the Company’s competitiveness and growth momentum, At a post-pandemic era where “Rise of online communication, Decline of physical interaction” is trending, invest both in software and hardware to achieve digitization on operation management, supply chain, product and services become imperative. Meanwhile, it is necessary to review and evaluate potential risks that company might confront and establish a contingency plan to maximize shareholder’s value and fulfill social responsibility as a business entity

Finally, we’d like to express our appreciations for the supports and encouragements from our shareholders. We thank you sincerely and wish you all the best and healthy.

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Chairman:

==> picture [53 x 55] intentionally omitted <==

Manager:

==> picture [34 x 36] intentionally omitted <==

Head of Accounting:

-3-

II. Company Profile

A. Foundation Date: November 19, 2015

B. Company History

Year Key events
2004 World Known Precision Industry (Fuzhou) Co., Ltd. (hereinafter referred to
as “WKPF”) was established. The major product is the brake disk (drum)
providedforthe after-salesmarketinthe U.S.
2005 Passed the quality review by “C” Company in Germany in March, to supply
the parts ofadjustment valvesforgasrecyclinginanengine.
2006 Certified by Siemens VDO of Germany to develop the advanced diesel
engine parts, system of recycling emission (EBV), and emission circular
filtering cooler(EGR-Cooler), collaboratively.
2007 WKPFwas certified with ISO14001:2004.
2009 Contracted with “A” Company (hereinafter referred to as the “A
Company”) for parts of engine and parts for energy-saving and
emission-reductionsystem.
2010 1. Certified by a Swedish manufacturer for braking system parts, E
Company, to supply the parts of ADB system at the vehicle chassis.
2. WKPFwas certified with ISO/TS16949.
2011 WKPFwas certified withthe third versionof ISO/TS16949:2009.
2012 1. Passed the quality review of F Company in the U.S., to supply parts of
engines in May.
2. In November, an expert workstation was established with Fuzhou
University in Fujian, to research and develop the turbocharger for diesel
engines together.
2013 1. Certified by Axle Tech in the U.S. and MahleBher in Germany, to supply
the parts of chassis and engines, respectively.
2. WKPFwas certified withOHSAS18000:2007.
2014 1. In February, the Well-Known Trademark of Fuzhou City certificate and
the High-Tech Enterprise Certification were obtained.
2. In August, passed the quality review of the client MAHLE (Germany), to
produce thefiltercaps ofthe screening program forships.
2015 1. Established the joint lab of turbocharger design and test with Fuzhou
University in March.
2. In November, became the supplier of Navistar in the U.S., and developed
the Navistar EGR component project with the Chinese listed company,
Zhejiang Yinlun Machinery Co., Ltd.
3. In November, the World Known MFG (Cayman) Limited (hereinafter
referred to as “WKM” or “the Company”) was established in Cayman
Islandsfor listingin Taiwan.
2016 1. Passed the quality review of client G Company, to supply aluminum
recast emission parts of engines in March.
2. In November, World Known Precision Industry Co., Ltd. (hereafter
“WKPT”) was established.
2017 1. Acquired 100% stake of Honour Glory International Ltd. (hereinafter
referred to as “Honour”) through cash acquisition and share exchange.
2. Added the production lines for aluminum recast and expanded the
operation scope, to produce high-end aluminum cast parts for
energy-saving and carbon reduction, as wellas the precisionprocessing

-4-

Year Key events
of these parts.
3. WKPF obtained the certification of Requirements of System Fused with
InformatizationandIndustrialization(Trial)
2018 1. WKPT obtained IATF 16949 certification and ISO 9001:2015
certification
2. Client G’s EGR valve seat of diesel engine for Stage Five Emission
started mass production, and prototype of EGR for Stage Six Emission
were developed and sampled.
3. WKPT introduced thefirst smart automated processingline.
2019 1. The application for the initial public offeringwas reviewed and
approved by Securities Listing Review Committee of Taiwan Stock
Exchange CorporationinOctober
2020 1. In March, the Company’s shares went listed in TWSE.
2. In November, WKPT obtained ISO 14001:2015 certification and ISO
45001:2018 certification.

With respect to the most recent fiscal year as well as the current fiscal year up to the date of publication of the annual report, including information on the following: merger and acquisition activities; strategic investments in affiliated enterprises; corporate reorganization; instances in which a major quantity of shares belonging to directors, supervisors, or shareholders holding greater than a 10 percent stake in the company is transferred or otherwise changes hands; any change in managerial control; any material change in operating methods or type of business; and any other matters of material significance that could affect shareholders' equity. None.

-5-

III.Corporate Governance Report

A. Organizational System

  • (I) Organizational Structure

==> picture [412 x 250] intentionally omitted <==

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

Shareholders’
Meeting
Remuneration
Committee
Board of
Directors
Audit Office Audit
Committee
Chairman
General
Manager
Finance HR and Public Relation and Information Investment
Department of the Group Administration Department of the Group Legal Department of the Group Finance Department Department of the Group Department of the Group
----- End of picture text -----

(II) Functions of the Major Departments

Department Functions
Board of
Directors
Implement the resolutions
Audit
Committee
Supervising the business and financial status of the Group, the fair presentation
of financialstatements, and the effectiveimplementationoftheinternalcontrols.
Remuneration
Committee
Establishing the policies, systems, standards and structures of the performance
evaluations and remuneration for directors and managers, with regular reviews;
regularly evaluating and deciding the remunerations to directors and managers.
Audit Office Establishing various audits and internal controls of the Group, assessing,
implementing, and supervising such implementation, while providing
improvementrecommendations and tracking progress.
Finance
Department of
the Group
In charge of accounting affairs, formulating and implementing the accounting
policy and system, while supervising the financial position of each subsidiary.
HR and
Administration
Department of
the Group
1. In charge of supervising and managing the human resources, administration
and general affairs, environmental and occupational safety, as well as the
occupational health.
2. Planning and implementing the affairs of the Board of Directors meetings,
shareholders’ meeting, and shareholder services.
3. Assisting the evaluation and plan for the policies and operating guidelines of
the Group andformulating and promoting the system.
Public Relations
and Legal
Department of
the Group

In charge of the planning and management of public relations, ethical
management, legal affairs within the Group.

-6-

Department Functions
Information
Department of
the Group
In charge of establishing the framework of information security risk
management, information security policies and overseeing and managing the
information/communicationsecurityforthe Group
Investment
Department
of the Group
In charge of the planning, assessment, oversight and management of investment
and business activities within the Group.

-7-

  • B.Information on the company's directors, supervisors, general manager, deputy general managers, deputy assistant general managers, and the supervisors of all the company's divisions and branchunits

(I) Information on the company's directors and supervisors:

1. Directors

As of April30,2021 Unit: 1,000share As of April30,2021 Unit: 1,000share As of April30,2021 Unit: 1,000share As of April30,2021 Unit: 1,000share As of April30,2021 Unit: 1,000share As of April30,2021 Unit: 1,000share As of April30,2021 Unit: 1,000share As of April30,2021 Unit: 1,000share As of April30,2021 Unit: 1,000share As of April30,2021 Unit: 1,000share As of April30,2021 Unit: 1,000share As of April30,2021 Unit: 1,000share As of April30,2021 Unit: 1,000share As of April30,2021 Unit: 1,000share
Title Nation
ality or
Place
0f
Registr
ati
on
Name Gend
e r
Date
Elected
Term Date First
Elected
Shareholding
When Elected
Current
Shareholding
Spouse&Minor
Shareholding

Shareholding
in the name of
others
Experience (Education) Current Positions at the
Company and Other
Companies
Executives,
Directors or
Supervisors who are
spouses or
within two degrees of
kinship
note
Shares
%
Shares
%
Shares % Shares
%
Title Name Relat
ion
Chairman R.O.C Lu,
Huang-Fu
Male 2018.10.19 3years 2015.11.19 1,170 3.90% 1,352 3.99% 2,730
(Note2)
8.05%
(Note2)
1.The College of Law, Tunghai
University
2.School of Management
Development, Feng Chia
University
3. Vice President of World
Known Mfg. Co., Ltd.
1.Chairman of World Known
Precision Industry Co., Ltd.
2. Chairman of WKP USA.
3.Chairman of World Known
Precision (Fuzhou) Industry
Co., Ltd.
4. Chairman of Lavender Hill
Limited

Director
Lu,
Chung-
Wen
Parent
-child
Note
4
Director R.O.C Lu,
Chung-We
n
Male 2018.10.19 3years 2015.11.19
900
3.00% 894 2.64% 1,050 3.10%
5,097
(Note3)
15.04%
(Note3)

1. Ming-Der Vocational Schoo
2. Director of Board, Lucky
Bank, Inc.
3. Officer of Taichung Credit
Union
1. Director of World Known
MFG Co., Ltd.
2. Chairman of Ancient
Enterprise Corp.
3.Director of Scopio
Investments Limited
4.Director os Germander Group
Limited
5. Chairman of Chung Yin
Investment Development
Co., Ltd.
6.Director of Fu-YingCo.,Ltd
Chairma
n
Lu,
Huang-
Fu
Parent
-child
Director R.O.C Chang,
Wu-Lung
Male 2018.10.19 3years 2015.11.19
676
2.25% 666 1.96% 235 0.69%
1. Department of Mechanical
Engineering, Provincial
Taipei Vocational School of
Industry
2.Engineer of Singer Taiwan
Limited.
3. President of World Know
Precision Industry (Fuzhou)
Co.,Ltd.
1. Chairman of World Known
MFG Co., Ltd.
2.Executive Director and Vice
Chairman of Taiwan Foundry
Society
3.Director&General Manager of
Ancient Enterprise Corp


-8-

Title Nation
ality or
Place
0f
Registr
ati
on
Name Gend
e r
Date
Elected
Term Date First
Elected
Shareholding
When Elected
Shareholding
When Elected
Current
Shareholding
Current
Shareholding
Spouse&Minor
Shareholding
Spouse&Minor
Shareholding

Shareholding
in the name of
others

Shareholding
in the name of
others
Experience (Education) Current Positions at the
Company and Other
Companies
Executives,
Directors or
Supervisors who are
spouses or
within two degrees of
kinship
Executives,
Directors or
Supervisors who are
spouses or
within two degrees of
kinship
Executives,
Directors or
Supervisors who are
spouses or
within two degrees of
kinship
note
Shares
%
Shares
%
Shares % Shares
%
Title Name Relat
ion
Director R.O.C Lin,
Yen-Huey
Male 2018.10.19 3years 2015.11.19
1. Department of
Business
Administration,
Pacific Western
University
2. Vice President of
Hota Industrial MFG.
Co., Ltd.
1.Director ofHota Industrial
MFG Co., Ltd.

Director R.O.C Sheng,
Chien-Chi
h
Female 2018.10.19 3years 2018.10.19

1. MBA, Peter F.
Drucker and Masatoshi
Ito Graduate School of
Management
2. Director of Board,
Hota Industrial MFG.
Co., Ltd.
3. Manager of Tong-An
Investment Co., Ltd.
1. Supervisor of Kao Fong
Machinery Co., Ltd.
2.Independent director of
Orange Electronic Co.,
Ltd.
3. Director ofHota Industrial
MFG Co., Ltd.
4.CEO of Hota Industrial
MFG Co., Ltd.




-9-

Title Nation
ality or
Place
0f
Registr
ati
on
Name Gend
e r
Date
Elected
Term Date First
Elected
Shareholding
When Elected
Shareholding
When Elected
Current
Shareholding
Current
Shareholding
Spouse&Minor
Shareholding
Spouse&Minor
Shareholding

Shareholding
in the name of
others

Shareholding
in the name of
others
Experience (Education) Current Positions at the
Company and Other
Companies
Executives,
Directors or
Supervisors who are
spouses or
within two degrees of
kinship
Executives,
Directors or
Supervisors who are
spouses or
within two degrees of
kinship
Executives,
Directors or
Supervisors who are
spouses or
within two degrees of
kinship
note
Shares
%
Shares
%
Shares % Shares
%
Title Name Relat
ion
Director R.O.C AmTrust
Investment
Consulting
Corp
2018.10.19 3years 2018.10.19 2,000 6.67% 2,000 5.90%
R.O.C Representa
tive::
Ho,Jung-S
hu
Male
1. MBA, Business
Administration, National
Taiwan University
2. Deputy and investment
officer, Te-Hung Investment
Management Consulting Co
3. Manager of Investment
Department, Industrial Bank
of Taiwan)
4. Deputy Manager of Asset
Management Dep., Capital
Securities Corporation
1. General manager and
director of Yuan-Chuang
Industrial Investment
Consulting Co.
2.Independent director of
Net Publishing Co., Ltd.

Direct R.O.C AmTrust
Investment
Consulting
Corp
2018.10.19 3years 2018.10.19 2,000 6.67% 2,000 5.90%

-10-

Title Nation
ality or
Place
0f
Registr
ati
on
Name Gend
e r
Date
Elected
Term Date First
Elected
Shareholding
When Elected
Shareholding
When Elected
Current
Shareholding
Current
Shareholding
Spouse&Minor
Shareholding
Spouse&Minor
Shareholding

Shareholding
in the name of
others

Shareholding
in the name of
others
Experience (Education) Current Positions at the
Company and Other
Companies
Executives,
Directors or
Supervisors who are
spouses or
within two degrees of
kinship
Executives,
Directors or
Supervisors who are
spouses or
within two degrees of
kinship
Executives,
Directors or
Supervisors who are
spouses or
within two degrees of
kinship
note
Shares
%
Shares
%
Shares % Shares
%
Title Name Relat
ion
R.O.C Representa
tive:
Chen,
Ming-Chie
h
Male 1. EMBA, National Cheng
Kung University
2. MBA, Department of
Electronic and Computer
Engineering, National
Taiwan University of Science
and Technology
3. Department of Electronic and
Computer Engineering,
National Taiwan University
of Science and Technology
4. Director of Investment
Department, AmTrust
Investment Consulting Corp
5. Special Assistant of
President, Industrial
Technology Research
Institute
6. Engineer of Information and
Communications Research,
ITRI

1Deputy General Manager of
Yuanchuang Industrial
Investment Consulting Co.,
Ltd
2. Director (legal
representative) of Hong Wei
Electrical Industry
3. Director (legal
representative) of Joy
Industrial Co., Ltd.
4. .Independent director of
China Communications
Media Group Co., Ltd.
5.Independent director of
BioLASCO Taiwan Co., Ltd
Independent
Direct or
R.O.C Wang,
Wei
Female 2018.10.19 3year 2018.10.19
1.PhD, Master Program of
Agricultural Economics and
Marketing, National Chung
HsingUniveristy
2. Dean of College of Business,
Feng Chia University
3. Diector of Taiwan
Economic Association
4. Committee member of
Internationtal Trade
Commission Ministry of
Economic Affairs
1.Dean for Academic
Affairs,Feng Chia
University
2.Professor ofdepartment of
economics,Feng Chia
University

-11-

Title Nation
ality or
Place
0f
Registr
ati
on
Name Gend
e r
Date
Elected
Term Date First
Elected
Shareholding
When Elected
Shareholding
When Elected
Current
Shareholding
Current
Shareholding
Spouse&Minor
Shareholding
Spouse&Minor
Shareholding

Shareholding
in the name of
others

Shareholding
in the name of
others
Experience (Education) Current Positions at the
Company and Other
Companies
Executives,
Directors or
Supervisors who are
spouses or
within two degrees of
kinship
Executives,
Directors or
Supervisors who are
spouses or
within two degrees of
kinship
Executives,
Directors or
Supervisors who are
spouses or
within two degrees of
kinship
note
Shares
%
Shares
%
Shares % Shares
%
Title Name Relat
ion
Independ
ent
Director
R.O.C Hon,
Jau-Shin
Male 2018.10.19 3years 2018.10.19
1. Phd, Department of
Management science,
National Chiao Tung
University
2. Chair / Associate Professor
of Department of Industrial
Engineering and Enterprise
Information, Tunghai
University
3. CEO of School of Exterrsion,
Tunghai University
1. Associate Professor of
Department of Industrial
Engineering and Enterprise
Information, Tunghai
University
2.Director of Promotion
Departmentof Tunghai
University
3. Director of Giantplus’
Independent
Independ
ent
Director
R.O.C Hsu,
Fu-Hsiung
Male 2018.10.19 3years 2018.10.19

1.Master of Department of
Financial & Economic Law,
Chung Yuan Christian
University
2.林姿瑛Law Firm
3.陳怡成Law Firm
4.DingLui Law Firm
DAU,SHIUANJoint Law Firm
Co-Counsel

Note 1: For representatives of institutional shareholders, this section shall indicate the names of the institutional shareholders, and complete the following form.

Note 2: Lu, Huang-Fu owns 100% stake of Lavender Hill Limited; and Lavender Hill Limited owns 2,730,000 shares of the Company, so the percentage of shareholdings is 8.05%.

Note 3: Lu, Chung-Wen owns 60.13% stake of Germander Group Limited, and Germander Group Limited owns 4,230,000 shares of the Company, so the percentage of shareholdings is 12.48%. He also owns 100% stake of Chung-Ying Investment and Development Limited, and Chung-Ying Investment and Development Limited owns 867,000 shares of the Company, so the percentage of shareholdings is 2.56%. As a total, 5,097,000 shares of the Company are held under others’ names, or 15.04% as the shareholding.

  • Note 4: The Chairman and the General Manager of the Company are the same person. The reason is that each subsidiary of the Company has its own dedicated general manager for its business, and none of them is the spouse of or a relative to the first degree of kinship of the Chairman. Moreover, the Company has established the Audit Committee, consisting of three independent directors; the majority of the directors do not concur the employees or managers. Also there is an internal audit to fulfill the duties of overseeing the Company.

-12-

2. Supervisor:

N/A. The Company has established the Audit Committee.

3. Major shareholders of institutionalshareholders.

Major shareholders of institutional shareholders

As of April 30,2021 As of April 30,2021 As of April 30,2021
Name of InstitutionalShareholders MajorShareholders (%)
AmTrust Investment Consulting Corp Bright EleganceInc. 9.38
ShihlinElecrric&Engineering Co. 7.81
Yuan HengInvestmentCorp 7.81
AsustekComputer Inc 7.81
ShyeShyangMechanical IndustrialCo.,Ltd. 7.81
Sanben InternationalCo.,Ltd. 6.25
YFY DevelopmentCorp. 5.47
Min FoungIndustry Co.,Ltd. 4.69
Formosa Plastics Corporation 3.91
Nan Ya Plastics Corp. 3.91
As of April 30,2021
Name of InstitutionalShareholders MajorShareholders (%)
Wu,Shang-Hsi 90.00
BRIGHT ELEGANCE INC. Wu,Hai-Ching 10.00
ShihlinElecrric& Engineering Co. Mitsubishi Electric Corporation 21.16
TheAmbassador HotelCo.,Ltd. 8.50
The Trust Property Account Entrusted To CTBC
Bank
7.52
The Major Investment Account Of The First
Worldsec Securities Entrusted To Citibank
(Taiwan)
6.42
Yuan Heng Investment Corp. Lin,Yen-Heng 48.00
Lin,Wen-Ting 24.00
Yeh,Mei-Yin 3.90
Yeh,Tai-Chiang 0.10
ASUSTeK Computer Inc Jonney Shih 4.05
Cathay United Bank Managed Expert Union
LimitedInvestment Account
2.78
ASUS’s Certificate Of Depository With Citibank
(Taiwan)
2.77
Taiwan Bank Managed Silchester International
InvestorsInternationalValueEquityTrust
2.19
ShyeShyang Mechanical Industrial Co.,
Ltd.
Futaba IndustrialCo.,Ltd. 25.00
XiefenginvestmentCo.,Ltd 19.00
China MotorCorporation 10.00
JtektCorporation 10.00
~~Sanben International Co. Ltd.~~ Wu, Chien-Li 63.08

-13-

Name of InstitutionalShareholders MajorShareholders (%)
Liao,Yu-Wua 13.85
Wu,Pei-Ru 11.54
Wu,Pei-Zhen 11.54
YFY DevelopmentCorp. YFY Inc. 100.00
Min Foung Industry Co., Ltd. Hsi, Chih-Hsiung 22.40
Hsi,Pi-Fang 10.50
Formosa Plastics Corporation Chang GungMedical Foundation 9.44
FormosaChemicals &Fibre Corporation 7.64
CreditSuisseAg-CreditSuisse SingaporeBranch 6.26
Nan Ya Plastics Corp. Chang GungMedical Foundation 11.05
Formosa Plastics Corporation 9.87
Formosa Chemicals &Fibre Corporation 5.21
4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors 4. Professionalqualifications and independence analysis of directors andsupervisors
Criter
Name
(note)
Meet One of the Following
Professional Qualification
Requirements, Together with
at Least Five Years Work
Experience
ndependence Attribute (Note 2) Numb
er of
Other
Public
Comp
anies
Concu
rrently
Servin
g as
an
Indep
endent
Direct
or
An Instructor
or
Higher
Position in a
Department of
Commerce,
Law, Finance,
Accounting, or
Other
Academic
Department
Related to the
Business
Needs of the
Company in a
Public
or
Private Junior
College,
College
or
University










A Judge, Public
Prosecutor,
Attorney,
Certified
Public
Accountant, or
Other
Professional or
Technical
Specialists
Who Has
Passed a
National
Examination
and Been
Awarded
a Certificate in
a Profession
Necessaryfor
the Business of
theCompany

Have Work
Experience
in
the
Areas
of
Commerce,
Law,
Finance,
or Accounting,
or
Otherwise
Necessary
for
the Business of
the Company







1
2 3 4 5 6 7 8 9 10 11 12
Lu, Huang-Fu
Lu, Chung-Wen
Chang,
Wu-Lung
Lin, Yen-Huey
Sheng,
Chien-Chih
1
Ho,Jung-Shu
(AmTrust
Investment
Consulting
CorpRepresenta
tive)
1

-14-

Chen,
Ming-Chieh
(AmTrust
Investment
Consulting
CorpRepresenta
tive)
2
Wang, Wei
Hon, Jau-Shin 1
Hsu, Fu-Hsiung
  • Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

  • (1) Not an employee of the company or any of its affiliates.

  • (2) Not a director or supervisor of the company or any of its affiliates. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • (3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.

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

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

  • (7) If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • (8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company.

  • (9) Not 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; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  • (10) Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

  • (11) Not been a person of any conditions defined in Article 30 of the Company Law.

  • (12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.

-15-

(II)Management Team

(II)Management Team (II)Management Team (II)Management Team (II)Management Team (II)Management Team
As of April 19,2020 Unit: 1,000shar
Title Nation ality Name Gender Inauguration date Shareholding Spouse&Minor
Shareholding
Shareholding in the
name of others
Experience (Education) Current Positions at
Other Companies
Managers who are spouses or
within two degrees of kinship
Note
Shares % Shares % Shares % Title Name Relation
Chairman &
General
Manager of
World Known
MFG(Cayman)
Limited
R.O.C Lu,
Huang-
Fu
Male 2017.01.01 1,352 3.99% 2,730
(Note1)
8.05
(Note1)
The College of Law, Tunghai University
School of Management Development,
Feng Chia University
Vice President of World Known Mfg.
Co., Ltd.
1. Chairman of
World Known
Precision Industry
Co., Ltd.
2. Chairman of WKP
USA.
3.Chairman of
World Known
Precision (Fuzhou)
Industry Co., Ltd.
4. Chairman of
Lavender Hill
Limited

Note2
Chief Financial
officer of World
Known
MFG(Cayman)
Limited
R.O.C Yu
Shen-F
en
Femal
e
2017.01.01
148
0.44% Department of Accounting, Tamkang
University
Assistant Manager , Deloitte Touche
Tohmatsu Limited
Finance Manager of World Known
MFG. Co.,Ltd.
Investment
Business Dept.
Director of
World Known
MFG(Cayman)
Limited
R.O.C Chen,
Ming-C
hieh
Male 2017.01.01
27
0.08% Department of Materials Science and
Engineering, Feng Chia University
EMBA,Tunghai University
Project Manager of World Known MFG.
Co.,Ltd
Special Assistant of General Manager,
K&W Tools Co.,Ltd.
Chief Audit
Executive of
World Known
MFG(Cayman)
Limited
R.O.C Lai,
Yi-Ling

Femal
e
2017.01.01
8
0.02% Department of Accounting, Tunghai
University
KPMG International Cooperative
Audit Manager of Jourdeness
International GroupCo.,Ltd.

-16-

Title Nation ality Name Gender Inauguration date Shareholding Shareholding Spouse&Minor
Shareholding
Spouse&Minor
Shareholding
Shareholding in the
name of others
Shareholding in the
name of others
Experience (Education) Current Positions at
Other Companies
Managers who are spouses or
within two degrees of kinship
Managers who are spouses or
within two degrees of kinship
Managers who are spouses or
within two degrees of kinship
Note
Shares % Shares % Shares % Title Name Relation
General
Manager of
World Known
Precision
(Fuzhou)
Industry Co.,
Ltd.
R.O.C Huang,
Yu-Tin
g
Male 2009.05.01
331
0.98% Department of Industrial Engineering
and Systems Management, Feng Chia
University
Special Assistant of President, World
Known MFG. Co., Ltd.
Vice General
Manager of
World Known
Precision
(Fuzhou)
Industry Co.,
Ltd.
R.O.C Chang,
Chia-A
n
Male 2003.12.10 261 0.77% 48 0.14% Taichung Municipal Taichung Second
Senior High School
Production Manager, World Known
MFG. Co., Ltd.
QA Director,
World Known
Precision
(Fuzhou)
Industry Co.,
Ltd.
R.O.C Huang,
Mao-Y
uan
Male 2012.3.15 24 0.07% Department of Industrial Engineering
and Management Technology, Nan-Tai
Institute of Technology
Production Section Manager, Tyn-Jian
International Co., Ltd.
Yen Sun TechnologyCorp.
General
Manager of
World Known
Precision
Industry Co.,
Ltd.
R.O.C Tseng,
Kuo-Hs
ien
Male 2017.01.01
50
0.15% 30 0.09% Department of Engineering Science,
National Cheng Kung University
Master, Department of Mechanical and
Automation Engineering, Da-Yeh
University
QA & PM Manager, IRON FORCE
INDUSTRIAL CO., LTD.
Executive Vice General Manager, World
Known MFG. Co.,Ltd.

-17-

Title Nation ality Name Gender Inauguration date Shareholding Shareholding Spouse&Minor
Shareholding
Spouse&Minor
Shareholding
Shareholding in the
name of others
Shareholding in the
name of others
Experience (Education) Current Positions at
Other Companies
Managers who are spouses or
within two degrees of kinship
Managers who are spouses or
within two degrees of kinship
Managers who are spouses or
within two degrees of kinship
Note
Shares % Shares % Shares % Title Name Relation
Production /
R&D Director,
World Known
Precision
Industry Co.,
Ltd.
R.O.C Lin,
Kuo-Hs
iung
Male 2017.01.01
31
0.09% Department of Machinery Engineering,
Chin-Yi Junior College of Engineering
Production Director, World Known
MFG. Co., Ltd.

Note1 : Lu, Huang-Fu owns 100% of Lavender Hill Limited and Lavender Hill Limited owns 2,730,000 shares of the Company with a stake of 8.05%. 。

Note2 : Where the President or person of an equivalent post (the highest level manager) and Chairman of the Board of Directors are the same person, spouses, or relatives within the first degree of kinship, the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (such as increasing the number of independent director seats, and more than half of all directors must not concurrently serve as employees or managers) must be disclosed.

-18-

C.Remuneration paid during the most recent fiscal year to directors, supervisors, general manager and deputy generalmanager

(I)Remuneration paid to Directors (including IndependentDirectors)

Unit: NT$ 1,000/1,000 shares

Title Name Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)
Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)
Relevant Remuneration Received by Directors Who are Also Employees Relevant Remuneration Received by Directors Who are Also Employees Relevant Remuneration Received by Directors Who are Also Employees Relevant Remuneration Received by Directors Who are Also Employees Relevant Remuneration Received by Directors Who are Also Employees Relevant Remuneration Received by Directors Who are Also Employees Relevant Remuneration Received by Directors Who are Also Employees Relevant Remuneration Received by Directors Who are Also Employees Ratio
of
Total
Compensation
(A+B+C+D+E+F+G)
to
Net Income (%)
Ratio
of
Total
Compensation
(A+B+C+D+E+F+G)
to
Net Income (%)
Remuneratio
n from
ventures
other than
subsidiaries
or from the
parent
company
(Note 1)
Base Compensation
(A)
Severance Pay (B) Directors
Compensation(C)
Allowances (D) Salary,
Bonuses, and
Allowances
(E)
Severance
Pay (F)
Employee Compensation (G)
The
compan
y
All
companie
s in the
consolida
ted
financial
statement
The
company
All
companie
s in the
consolidat
ed
financial
statement
The
compa
ny
All
companie
s in the
consolidat
ed
financial
statement
The
comp
any
All
comp
anies
in the
conso
lidate
d
financ
ial
state
ment
The
compan
y
All
compa
nies in
the
consoli
dated
financi
al
stateme
nt
The
com
pany
All
com
panie
s in
the
cons
olida
ted
finan
cial
state
ment
Th
e
co
m
pa
ny
All
comp
anies
in the
conso
lidate
d
finan
cial
state
ment
The company All companies in
the
consolidated
financial statement
The
company
All
companies in
the
consolidated
financial
statement
Cash Stock Cash Stock
Chairman Lu,Huang-Fu 1,544 1,544 130 130 2.44
%
2.44
%
3,103 4,713 50 50 7.04% 9.39% None
Director Lu,Chung-Wen
Director Chang,Wu-Lung
Director Lin,Yen-Huey
Director Sheng,Chien-Chih
Director AmTrust Investment
ConsultingCorp
Representative:
Ho,Jung-Shu and
Chen, Ming-Chieh
Independent
Director
Wang, Wei 1,080 1,080 108 108 1.73
%
1.73
%
1.73% 1.73% None
Independent
Director
Hon, Jau-Shin
Independent
Director
Hsu, Fu-Hsiung
1. Please describe the policy, system, standard, and structure of remuneration to independent directors, and the correlation between duties, risk, and time i
independent director remuneration payment policy is the monthly payment system.
2. In addition to the above remuneration, director remuneration shall be disclosed as follows when received from companies included in the consolidated
directors for their services,such as beingindependent contractors.:None
nput with the amount of remuneration::The company's
financial statements in the most recent year to compensate

-19-

Range of Remunerations

Range of Remunerations Range of Remunerations Range of Remunerations Range of Remunerations
Range of remunerations paid to Directors Name of Directors
Total Remuneration (A+B+C+D) Total Remuneration (A+B+C+D+E+F+G)
The Company All companies in the
consolidated
financial report
The Company All companies in the
consolidated
financial report
Under NT$ 1,000,000 Lu, Huang-Fu、Lu,
Chung-Wen、Chang,
Wu-Lung、Lin,
Yen-Huey、AmTrust
Investment Consulting
Corp、Wang, Wei、Hon,
Jau-Shin、Hsu,
Fu-Hsiung、Sheng,
Chien-Chih

Lu, Huang-Fu、Lu,
Chung-Wen、Chang,
Wu-Lung、Lin,
Yen-Huey、AmTrust
Investment Consulting
Corp、Wang, Wei、Hon,
Jau-Shin、Hsu,
Fu-Hsiung、Sheng,
Chien-Chih
Lu, Chung-Wen、Chang,
Wu-Lung、Lin,
Yen-Huey、Wang,
Wei、AmTrust
Investment Consulting
Corp、Hon, Jau-Shin、
Hsu, Fu-Hsiung、Sheng,
Chien-Chih


Lu, Chung-Wen、Chang,
Wu-Lung、Lin, Yen-Huey、
Wang, Wei、Hon,
Jau-Shin、AmTrust
Investment Consulting
Corp、Hsu, Fu-Hsiung、
Sheng, Chien-Chih
NT$1,000,000(included)~NT$2,000,000(excluded)
NT$2,000,000(included)~NT$3,500,000(excluded)
NT$3,500,000(included)~NT$5,000,000(excluded) Lu,Huang-Fu
NT$5,000,000(included)~NT$10,000,000(excluded) Lu,Huang-Fu
NT$10,000,000(included)~NT$15,000,000(excluded)
NT$15,000,000(included)~NT$30,000,000(excluded)
NT$30,000,000(included)~NT$50,000,000(excluded)
NT$50,000,000 (included)~NT$100,000,000
(excluded)
Over NT$100,000,000
Total 9 9 9 9

(II)Remunerations paid to Supervisors: N/A. The Company has established the AuditCommittee.

-20-

(III)Remuneration paid during the most recent fiscal year general manager and deputy generalmanager

Unit: NT$ 1,000/1,000 shares Unit: NT$ 1,000/1,000 shares Unit: NT$ 1,000/1,000 shares Unit: NT$ 1,000/1,000 shares Unit: NT$ 1,000/1,000 shares Unit: NT$ 1,000/1,000 shares Unit: NT$ 1,000/1,000 shares
Title Name Sslary(A) Severance Pay
and Pensions
(B)
Bonus and
Allowances
(C)
Employees’ Profit Sharing Bonus(D) Ratio of total compensation
(A+B+C+D)tonetincome(%)
Compensati
on paid to
directors
from an
invested
company
other than
the
company’s
subsidiary
The
Comp
any
All
companie
s in the
consoli
dated
financi al
report
The
Co
mp
any
All
companie
s in the
consoli
dated
financi al
report
The
Com
p
any
All
companie
s in the
consoli
dated
financi al
report
The Company All companies in the
consolidated financial
report
The Comp
any
All companies in
the consoli dated
financi al
report
Cash Stock Cash Stock
General Manager of
World Known
MFG(Cayman)Limited
Lu,
Huang-Fu
3,442 10,113 60 168 792 4,812 168 168 6.51% 22.26% None
Chief Financial officer of
World Known
MFG(Cayman)Limited
Yu
Shen-Fen
General Manager of
World Known Precision
(Fuzhou) Industry Co.,
Ltd.
Huang,
Yu-Ting
Vice General Manager of
World Known Precision
(Fuzhou) Industry Co.,
Ltd.
Chang,
Chia-An
General Manager of
World Known Precision
Industry Co., Ltd.
Tseng,
Kuo-Hsien

-21-

Range of Remunerations

Range of Remunerations Range of Remunerations
Range of remunerations paid to general manager and deputy
general manager
Name ofgeneral managerand deputy general manager
The Company Allcompaniesin the consolidatedfinancial report
Under NT$1,000,000
NT$1,000,000(included)~NT$ 2,000,000(excluded) Yu Shen-Fen Tseng,Kuo-Hsien、Yu Shen-Fen
NT$2,000,000(included)~NT$ 3,500,000(excluded) Lu,Huang-Fu Huang,Yu-Ting、Chang,Chia-An
NT$3,500,000(included)~NT$ 5,000,000(excluded) Lu,Huang-Fu
NT$5,000,000(included)~NT$10,000,000(excluded)
NT$10,000,000(included)~NT$15,000,000(excluded)
NT$15,000,000(included)~NT$30,000,000(excluded)
NT$30,000,000(included)NT$50,000,000(excluded)
NT$50,000,000(included)~NT$100,000,000(excluded)
Over NT$100,000,000
Total Twoperson Fiveperson

-22-

(IV)Employees’ Profit Sharing Bonus Paid to ManagementTeam

Unit: NT$ 1,000

Unit: NT$1,000
Title Name Stock Cash Total Employees’ Profit Sharing Bonus
Paid to Management Team as %
of 2019 Net Income
Manager Chairman & General Manager
of World Known
MFG(Cayman) Limited
Lu, Huang-Fu
246 246 0.36%
Chief Financial officer of
World Known MFG(Cayman)
Limited
Yu Shen-Fen
Investment Business Dept.
Director of World Known
MFG(Cayman)Limited
Chen,
Ming-Chieh
Chief Audit Executive of World
Known MFG(Cayman)Limited

Lai, Yi-Ling
General Manager of World
Known Precision (Fuzhou)
Industry Co.,Ltd.
Huang,
Yu-Ting
Vice General Manager of
World Known Precision
(Fuzhou)Industry Co.,Ltd.
Chang,
Chia-An
QA Director,World Known
Precision (Fuzhou) Industry
Co.,Ltd.
Huang,
Mao-Yuan
General Manager of World
Known Precision Industry Co.,
Ltd.
Tseng,
Kuo-Hsien
Production / R&D Director,
World Known Precision
IndustryCo.,Ltd.
Lin,
Kuo-Hsiung

-23-

  • (V)Comparison of the ratio of total remuneration paid to directors, supervisors, general managers and deputy general managers by the Company and all companies in the consolidated financial statement to net income in individual financial statements in 2019 and 2020. Explanation of remuneration policies, standards and packages, the procedure to determine remuneration, and the linkage to operating performance and future riskexposure.

  • Comparison between the ratio of the total remuneration paid to directors, supervisors, general managers and deputy general managers by the Company and all companies in the consolidated financial statement to net income in individual financial statements in 2019 and 2020

Unit: NT$ 1,000

Year
Item
Ratio of the total remuneration paid to net income(%) Ratio of the total remuneration paid to net income(%) Ratio of the total remuneration paid to net income(%) Ratio of the total remuneration paid to net income(%)
2019 2020
The Company Consolidated
financial
report
The Company Consolidated
financial
report
Directors
total
remunerationpaid
7,527 9,195 6,015 7,625
Ratio of the total
remuneration paid to the
directorsnet income(%)
8.11 9.91 8.77 11.12
General Manager
and
Deputy
General Manage total
remunerationpaid
4,328 15,301 4,462 15,261
Ratio of the total
remuneration paid to
General Manager
and
Deputy
General Manager net
income(%)
4.66 16.48 6.51 22.26
  1. Remuneration policies, standards and packages, the procedure to determine remuneration, and the linkage to operating performance and future riskexposure.

The Company has established a Remuneration Committee, which consists of all Independent Directors. The remuneration policy includes policies, systems, standards and structures in relation to the amount of remuneration paid to Directors and managers.

Remuneration, which is determined by the Remuneration Committee, based on roles, contribution to the Company through engagement in operations and industry levels. The merit-based remuneration policy and the amount of remuneration paid to Directors and managers both will be reviewed regularly.

-24-

D.Corporate GovernanceImplementation

  • (I)Board of Directors MeetingStatus

Six meetings were held in fiscal years 2020. The Directors’ attendance status is as follow

Title Name Name Attendance in Person Attendance in Person By Proxy By Proxy Attendance Rate
in Person(%)
Attendance Rate
in Person(%)
Note
Chairman Lu,Huang-Fu 6 100.00%
Director Lu,
Chung-Wen
5 1 83.33%
Director Chang,
Wu-Lung
6 100.00%
Director Lin,
Yen-Huey
5 1 83.33%
Director Sheng,
Chien-Chih
4 2 66.67%
Director AmTrust
Investment
Consulting
Corp
Representative

Ho,Jung-Shu
&Chen,
Ming-Chieh
6 100.00%
Independent
Director
Wang, Wei 5 1 83.33%
Independent
Director
Hon, Jau-Shin 6 100.00%
Independent
Director
Hsu,
Fu-Hsiung
6 100.00%



Other mentionable items:
1. If any of the following circumstances occur, the dates of the meetings, sessions, contents
of motion, all independent directors’ opinions and the company’s response should be
specified:
(1) Matters referred to in Article 14-3 of the Securities and Exchange Act.:The Securities
and Exchange Act §14-3 is not be applicable because the Company has established the
Audit Committee. For relevant information, please refer to the “Audit Committee
Meeting Status” in this Annual Report.
(2) Other matters involving objections or expressed reservations by independent directors
that were recorded or stated in writing that require a resolution by the board of
directors.:None。
2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names,
contents of motion,causes for avoidance and votingshould be specified::
Date of Board of
Directors
Meeting/
Intake
Name of
Director
Description of Proposal
Reason of
recusal
Status of
participation to
voting
December 18,
2020
13th meeting,
2nd Intake
Lu,
Huang-Fu
 Proposal of the amount
to be distributed to
managers as the
year-end bonus for
The Chairman is
concurring the
general
manager,due to
He recused
himself when
voting.
Other attending
Date of Board of
Directors
Meeting/
Intake

Name of
Director
Description of Proposal Reason of
recusal
Status of
participation to
voting
December 18,
2020
13th meeting,
2nd Intake
Lu,
Huang-Fu
 Proposal of the amount
to be distributed to
managers as the
year-end bonus for

The Chairman is
concurring the
general
manager,due to

He recused
himself when
voting.
Other attending

-25-

2020 his own interest. directors
passed without
dissent.

-26-

(II) Audit Committee

Five meetings were held in fiscal years 2020.

The attendance of the independent directors was as follows:

Title Name Attendance
in Person
By Proxy Attendance
Rate (%)
Remarks
Independent
director
Wang,
Wei
4 1 80%
Independent
director
Hon,
Jau-Shi
n
5 100%
Independent
director
Hsu,
Fu-Hsi
ung
5 100%
Other mentionable items:
1.If any of the following circumstances occur, the dates of meetings, sessions,
contents of motion, resolutions of the Audit Committee and the Company’s
response to the Audit Committee’s opinion should be specified:
(1)Matters referred to in Article 14-5 of the Securities and Exchange Act.:
Date of
Meeting/
Intake
Description of Proposal
Resolutions of the Audit
Committee and the
Company’s treatments
to suchopinions
March 27,
2020/
7nd meeting,
1st Intake
 Proposal of Statement of Internal Control
System from January 1, 2019 to
December 31, 2019.
 Proposal to amend partial clauses of
“Rules of Procedures for Shareholders’
Meetings,” “Guidelines of Operating
Procedures for Board of Directors
Meetings,” “Regulations Governing
Procedures for Board of Directors
Meetings,” “Articles of Association for
the Audit Committee,” “Guidelines of
Operating Procedures for the Audit
Committee,” “Articles of Association for
the Remuneration Committee,”
“Guidelines of Operating Procedures for
the Remuneration Committee,”
“Guidelines Governing Financial
Statement Preparation” and “Operational
Procedures for Loaning Funds to Others.”
 Proposal to establish some clauses for the
“Corporate Governance Best Practice
Principles,” “Corporate Social
Responsibility Best Practice Principles,”
and “Procedures for Ethical Management
and Guidelines for Conduct.”
 Proposal to establish the “Guidelines
Governing Performance Evaluation for
the Board of Directors and Functional
All independent
directors had no dissent
and approved as
proposed.

-27-

Committee.”
 Proposal to loan funds to the subsidiary,
WKPT.
 Proposal of the 2017 Restated
Consolidated Financial Report, 2018
Consolidated Financial Reports, 2018
Business Report, 2019 Consolidated
Financial Reports and 2019 Business
Report.
 Proposal of of the earnings distribution
for 2018 and2019.
May 11,
2020/
8rd meeting,
1st Intake
 The subsidiary, WKPT’s plan to book a
credit facility from financial institutions
in 2020.
 The subsidiary, WKPF’s plan to book a
credit facility from financial institutions
in 2020.
All independent
directors had no dissent
and approved as
proposed.
August 7,
2020/
9th meeting,
1st Intake
 Proposal to review the engagement of
attesting accountants, and their
remuneration.
 Proposal to provide a pledge of US$1.2
million to E.Sun bank for the subsidiary,
WKPF to increase US$1.2 million in
fogiegn debt to E.Sun bank.
 The subsidiary, WKPF pre-sale within
US$2.5millionquota.
All independent
directors had no dissent
and approved as
proposed.
November 4,
2020/
10th meeting,
1st Intake

 Proposal to amend partial clauses of the
“Rules of Responsibility Scope for
Independent Director” and “Rules of
Organization for
RemunerationCommittee.”
 Proposal of the first guaranteed
convertible bondsin R.O.C.(Taiwan).
All independent
directors had no dissent
and approved as
proposed.
December 18,
2020/
11th meeting,
1st Intake


 Proposal to amend internal control partial
clauses of the “Cycle of Financing.”
 Proposal of 2021 audit plan.
 Proposal of the consolidated budget and
budget of capital expenditures
 Proposal to review the engagement of
attesting accountants, and evaluations of
their expertise and independence.
 Ratification the subsidiary, WKPF’s
acquisition of securities for the year 2020
 Proposal to apply for a guaranteed amount
ofguaranteed convertible bonds.

All independent
directors had no dissent
and approved as
proposed.

-28-

。 specified: None 3.Communications between the independent directors, the Company's chief internal auditor and CPAs (e.g. the material items, methods and results of audits of corporate finance or operations, etc.) : The head of audit reports the actual implementation of audit plans every quarter, with good communications with the independent directors. The accountants participated the Board meetings to express their opinions after reviewing the financial statements and internal controls; they have sufficient communications with the independent directors.

-29-

(III)Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx

Listed Companies

Listed Companies
ImplementationStatus Deviations from

NO
“the Corporate
Governance
Best-Practice
Evaluation Item Principles for
YES
Abstract Illustration
TWSE/TPEx
Listed
Companies” and
Reasons
1.Does the Company follow the “Corporate Governance Best Practice V The Company has established the “Corporate Governance
No Significant
Principles for TWSE/TPExListed Companies” to establish and disclose
Difference
Practices”.
itscorporategovernancepractices?
2.Shareholding Structure & Shareholders’Rights (1)The Company has established the “Rules of Procedure for
Shareholders’ Meetings” and designated staff responsible to
handle shareholder suggestions, concerns or disputes and
facilitate coordination among relevant departments。
(2) The Company owns the list of major shareholders of
controlling companies and beneficial owners of these major
shareholders and regularly track and monitorchanges.
(3)Every affiliated corporation’s assets and financial situation
has been managed independently and complied with the
Company’s
internal
control
system
to
ensure
its
implementation of risk management andfirewalls.
(4)The Company has established the “Guidelines Governing
Handling Internal Material Information and Prevention of
Insider Trading,”prohibiting insiders of the Company from











No Significant
Difference
No Significant
Difference
No Significant
Difference
No Significant
Difference
(1)Does Company have Internal Operation Procedures for handling
shareholders’ suggestions,concerns, disputes and litigation matters.If yes, V
hasthese procedures been implemented accordingly?
(2)Does Company possess a list of major shareholdersof controlling
companies and beneficial owners of these major shareholders?
(3)Has the Company built and executed a risk managementsystem and
“firewall” between the Company and its affiliates? V
(4)Has the Company established internal rules prohibiting insider trading
on undisclosed information?
V
V

-30-

ImplementationStatus ImplementationStatus ImplementationStatus Deviations from

NO
“the Corporate
Governance
Best-Practice
Evaluation Item Principles for
YES
Abstract Illustration
TWSE/TPEx
Listed
Companies” and
Reasons
trading exchangeable securities with information not yet
disclosed to the market, in order to protect investors and the
Company’s interests.

3.CompositioandResponsibilities of the Board ofDirectors
(1) HastheCompany establishedadiversificationpolicy for thecomposition of
its Board of Directors andhasitbeen implemented accordingly? V (1)The Company has the “Guidelines of Director Elections” in No Significant
place, requiring diversification for the composition of the Difference
(2) Otherthanthe RemunerationCommitteeandthe Audit Committee, which members, as well as their knowledge, skills and experience
are required by law, does the Company plan to set up other for fulfilling their duties, for the implementation. Please
Boardcommittees? refer to Table 1 for the details of the implementation of the
diversified policy on board members.
(3) HastheCompanyestablishedmethodologyforevaluatingtheperformance V
of its Board of Directors, on an annualbasis? It may be established
(2)In addition to Remuneration Committee and Audit
in the future,
(4) Does
the
Company
regularly
evaluate
its
externalauditor’s
Committee, the Company has not set up any other
depending on the
independence? functional committee. The Company may establish other
operations。
functional committees depending on actual operations and
V legal requirements.
No Significant
(3)The Company has established the “Guidelines Governing
Difference
Performance Evaluation for the Board of Directors and
V Functional Committee” and the “Guidelines Governing
Remunerations to Directors.”
No Significant
(4)The
Company’s
Finance
Department
assesses
the


Difference
independence of attesting accountant every year and
submits suchassessment totheAuditCommittee andthe

-31-

ImplementationStatus ImplementationStatus Deviations from

NO
“the Corporate
Governance
Best-Practice
Evaluation Item Principles for
YES Abstract Illustration
TWSE/TPEx
Listed
Companies” and
Reasons
H Board of Directors for review and approval. The outcomes


of independence assessment were submitted to the Board of
Directors for review and approval on December 18, 2020.
The major items of independence assessment are listed as
the following:
Evaluation Item Independence
Does any external auditor have direct
financial interests ormaterial indirect
financial interests in the Company?
YES
In there any close commercial or potential
employment
relationship between the external auditor
andthe Company?
YES
Has any external auditor or any member
of the external audit team currently acted
as a Director, manager or any other role,
which may have material impact in the
auditing process or its results? Or did
any of them acted as one of such roles in
themostrecent two years?
YES
Has any external auditor provided
non-auditing service to the Company,
which may directly influence auditing
process anditsresults?
YES
Is any external audit a relative of the
Company’s
Director(s),manager(s)
or
YES

-32-

ImplementationStatus ImplementationStatus Deviations from

NO
“the Corporate
Governance
Best-Practice
Evaluation Item Principles for
YES
Abstract Illustration
TWSE/TPEx
Listed
Companies” and
Reasons
other person(s) who may have material
impactonauditing?
Has any external auditor act as a
stockbroker for the Company'sstock or
othersecurities?
YES
4.HastheCompany established a full- (orpart-)time corporate governance unit V The Company is responsible for corporate overnance-related No Significant
or personnel to be in charge of corporate governanceaffairs (including but matters by the Group's HR and Administration Department Difference
not limited to provision of information required by directors and ,include shareholders’ meetings and board meetings as well
supervisors for business execution, by laws for matters relating to board as facilitating suchmeeting.
meetings andshareholders’ meetings, and information on corporate
registration and
amendment registration, as well as record minutes of
board meetings and shareholders meetings,etc.)?
5.Has theCompany establishedameansofcommunicating with its V The Company has established communication channels for No Significant
Stakeholders(including but not limited to shareholders, employees, employees and investors, and created a Stakeholders Section
Difference
customers, suppliers, etc.) or created a Stakeholders Section on itsCompany on the Company’s website, Stakeholders may express the
website? Does the Companyrespond to stakeholders’questionsoncorporate issues of their concerns sufficiently through this channel.

responsibilities?
6.Has the
Companyappointed a professional registrar for itsShareholders’
The Company has appointed the “Department of No Significant
Meetings? V Transfer Agency Service, JihSun Securities Co., Ltd ”
Difference
to handle matters relating to Shareholders’ Meetings.
7.InformationDisclosure
(1)Hasthe Company established acorporate website to discloseinformation V (1) The Company has established its website to disclose No Significant
regarding its financials, business and
corporate governancestatus?
relevant information. As theCompany goes public, its
Difference
information on financials, businesses and corporate
governance status is available on the Market Observation
Post System.

-33-

ImplementationStatus ImplementationStatus ImplementationStatus Deviations from

NO
“the Corporate
Governance
Best-Practice
Evaluation Item Principles for
YES
Abstract Illustration
TWSE/TPEx
Listed
Companies” and
Reasons
(2)Does the Company use otherinformation disclosurechannels (2) The Companyhas has appointed a unit to be responsible No Significant
(e.g.maintainingan English-language website,designating V for information collection and disclosure. The Company Difference
stafftohandleinformationcollection anddisclosure,appointing follows applicable regulations to appoint a spokesperson
spokespersons,webcastinginvestorsconference etc.)? and an actingspokesperson.
(3)Does the company announce and report annualfinancial statements (3) Currently, the Company handles the affairs pursuant to No Significant
within two months after the end of each fiscal year, and announce and the Securities and Exchange Act (within three months Difference
report Q1, Q2, and Q3 financial statements, as well as monthly operation after the close of each fiscal year, publicly announce and
results, before the prescribed time limit? register with the annual financial reports; within 45 days
after the end of the first, second and third quarters of each
V fiscal year publicly announce and register with the
financial reports; and within the first ten days of each
calendar month publicly announce and register the
operating status for the preceding month), the schedule of
announcement may be adjusted as required in the future.
8.Has the Company disclosed other information tofacilitate a better None V (1) Employees’ interests: The Company has a harmonious labor
No Significant
understanding of its corporategovernancepractices (e.g. including but not relation. The employees’ interests are protected pursuant to
Difference
limited to employee rights, employee wellness, investor relations,supplier the local labor regulations of the locations where the
relations, rights of stakeholders, directors’ training records, the operations are. There have been no material labor disputes
implementation of risk management policies and risk evaluation measures,
in the Company and the Company has not been punished

the implementation of customer relations policies, and purchasing insurance
due to any material labor problems or violation of the

for directors)?
labor laws by the competent authorities.
(2) For
a
caring
workplace:
the
Company
organizes

No Significant
well-designed training programs and provides employees
Difference
with reasonable compensation and benefit.
(3) Investor relations: The Company has established the official
No Significant

website and spokesperson system. The related information


Difference

of financial and business and material information is

-34-

ImplementationStatus ImplementationStatus ImplementationStatus Deviations from

NO
“the Corporate
Governance
Best-Practice
Evaluation Item Principles for
YES
Abstract Illustration
TWSE/TPEx
Listed
Companies” and
Reasons
announced on the MOPS at the required time, to protect
investors’ interests.
(4) For supplier relations: The Company maintains a good
No Significant

relationship with suppliers through reciprocal cooperation


Difference

and win-win partnership.
(5) For stakeholders’ rights: The Company always ensures a
No Significant

smooth communication for stakeholders and act in good


Difference

faith to publish information to public to maintain investor


relations and protect stakeholders’ rights.
(6) Continuing education of directors and supervisors: The
No Significant

Company’s directors have taken courses of studying


Difference

security regulations and corporate governance, pursuant to


the “Directions for the Implementation of Continuing


Education for Directors and Supervisors of TWSE Listed


and TPEx Listed Companies.” Please refer to Table 2 for


the details of the continuing education of directors for 2020.

(7) Implementation of risk management and the standards for

measuring risks: The Company has established various


No Significant

internal regulations and conducts various risk managements


Difference

and evaluations.
(8) Implementation of customer policies: The Company


No Significant
endeavors toprovide the best services andproducts to

-35-

ImplementationStatus ImplementationStatus ImplementationStatus Deviations from

NO
“the Corporate
Governance
Best-Practice
Evaluation Item Principles for
YES
Abstract Illustration
TWSE/TPEx
Listed
Companies” and
Reasons
clients and appoints dedicated personnel to handle client
Difference
issues.
(9) Liability insurance purchased for directors and supervisors:
No Significant
The Company has set for the regulations related to the
Difference
directors’ liability insurance in the “Corporate Social
Responsibility Best Practice Principles,” and liability
insurance is bought for each director.
9.Please explain the improvement based on outcomes the Corporate Governance Evaluation published in the most recent years by the Corporate Governance Center of
TWSE,and the issues and measures for the unimproved items: the Companyis not included in the evaluated companies,so this is not applicable.

-36-

Table 1 : Implementation of the diversified policy on board members

Title Name Gender Management Leadership Industry
know-how
Finance/
Accounting
Legal International
perspective
Cahairman Lu,
Huang-Fu
Male V V V V V
Director Lu,
Chung-Wen
Male V V V V V
Director Chang,
Wu-Lung
Male V V V V V
Director Lin,
Yen-Huey
Male V V V V V
Director Sheng,
Chien-Chih
Female V V V V V
Representative
of corporate
director
Ho,Jung-Shu Male V V V V V
Representative
of corporate
director
Chen,
Ming-Chieh
Male V V V V V
Independent
Director
Wang, Wei Female V V V V V
Independent
Director
Hon,
Jau-Shin
Male V V V V V
Independent
Director
Hsu,
Fu-Hsiung
Male V V V V V V

Table2 : Training courses for Directors in 2020

Title Name Training
Date
Organizer Course Hours
Cahairman Lu, Huang-Fu 2020/12/22 Taiwan Corporate
Governance Association
The macro vision of the sustainable
development of global enterprises-from
vision 2050 to action 2020
3
2020/12/22 Taiwan Corporate
Governance Association
Competition for management rights and
case analysis
3
Director Lu,
Chung-Wen
2020/12/22 Taiwan Corporate
Governance Association
The macro vision of the sustainable
development of global enterprises-from
vision 2050 to action 2020
3
2020/12/22 Taiwan Corporate
Governance Association
Competition for management rights and
case analysis
3
Director Chang,
Wu-Lung
2020/12/22 Taiwan Corporate
Governance Association
The macro vision of the sustainable
development of global enterprises-from
vision 2050 to action 2020
3
2020/12/22 Taiwan Corporate
Governance Association
Competition for management rights and
case analysis
3
Director Lin,
Yen-Huey
2020/8/13 Taiwan Corporate
Governance Association
Correspondence and application of
corporate governance practice and
governance evaluation
3
2020/11/12 Taiwan Corporate
Governance Association
Practices of Board of Directors and
Shareholders meetingofpublic offering
3
Director Sheng, 2020/8/13 Taiwan Corporate
Governance Association
Correspondence and application of
corporate governance practice and
governance evaluation
3

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Title Name Training
Date
Organizer Course Hours
Chien-Chih 2020/11/12 Taiwan Corporate
Governance Association
Practices of Board of Directors and
Shareholders meetingofpublic offering
3
Representative
of corporate
director
Ho,Jung-Shu 2020/12/22 Taiwan Corporate
Governance Association
The macro vision of the sustainable
development of global enterprises-from
vision 2050 to action 2020
3
2020/12/22 Taiwan Corporate
Governance Association
Competition for management rights and
case analysis
3
Representative
of corporate
director
Chen,
Ming-Chieh
2020/12/22 Taiwan Corporate
Governance Association
The macro vision of the sustainable
development of global enterprises-from
vision 2050 to action 2020
3
2020/12/22 Taiwan Corporate
Governance Association
Competition for management rights and
case analysis
3
Independent
Director
Wang, Wei 2020/12/22 Taiwan Corporate
Governance Association
The macro vision of the sustainable
development of global enterprises-from
vision 2050 to action 2020
3
2020/12/22 Taiwan Corporate
Governance Association
Competition for management rights and
case analysis
3
Independent
Director
Hon, Jau-Shin 2020/12/22 Taiwan Corporate
Governance Association
The macro vision of the sustainable
development of global enterprises-from
vision 2050 to action 2020
3
2020/12/22 Taiwan Corporate
Governance Association
Competition for management rights and
case analysis
3
Independent
Director
Hsu,
Fu-Hsiung
2020/12/22 Accounting Research and
Development Foundation
The macro vision of the sustainable
development of global enterprises-from
vision 2050 to action 2020
3
2020/12/22 Accounting Research and
Development Foundation
Competition for management rights and
case analysis
3

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  • (IV) If the company has a Remuneration Committee in place, members, duties, and operation of the Remuneration Committee shall bedisclosed.

  • Information on members of the RemunerationCommittee

Identity Criteria
Name
Meet the Following Professional
Qualification Requirements,
Together with
atLeastFiveYears Work Experience
Meet the Following Professional
Qualification Requirements,
Together with
atLeastFiveYears Work Experience
Meet the Following Professional
Qualification Requirements,
Together with
atLeastFiveYears Work Experience
Evaluation Standards Independence(note) Evaluation Standards Independence(note) Evaluation Standards Independence(note) Evaluation Standards Independence(note) Evaluation Standards Independence(note) Evaluation Standards Independence(note) Evaluation Standards Independence(note) Evaluation Standards Independence(note) Evaluation Standards Independence(note) Evaluation Standards Independence(note) Numbe
r of
other
Taiwan
ese
public
compa
nies in
which
any of
such
membe
rs
concurr
ently
serve
as a
Remun
eration
Commi
ttee
Membe
r
Re
ma
rks
(N
ote
3)
An Instructor
or Higher
Position in a
Department of
Commerce,
Law, Finance,
Accounting,
An Instructor
or Higher
Position in a
Department of
Commerce,
Law, Finance,
Accounting,
An Instructor
or Higher
Position in a
Department of
Commerce,
Law, Finance,
Accounting,
1 2 3 4 5 6 7 8 9 10
Independent
Director
Wang, Wei
Independent
Director
Hon,
Jau-Shin
1
Independent
Director
Hsu,
Fu-Hsiung

Note: Please tick the corresponding boxes that apply to a member during the two years prior to being elected or during the term(s) of office.

  • (1) Not an employee of the company or any of its affiliates.

  • (2) Not a director or supervisor of the company or any of its affiliates. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • (3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the company or ranking in the top 10 in holdings.

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.

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

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

  • (7) If the chairperson, general manager, or person holding an equivalent position of the company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.

  • (8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the company. Not apply to independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent, if the specified company or institution holds 20 percent or more and no more than 50 percent of the total number of issued shares of the public company.

  • (9) Not 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; provided, this

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restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

(10) Not been a person of any conditions defined in Article 30 of the Company Law.

  1. Remuneration Committee MeetingStatus

  2. (1) There are three members in total in the Company’s RemunerationCommittee.

  3. (2) The term of the Remuneration Committee members: Oct.19 2018 to Oct.18 2021. The Remuneration Committee held two meetings in the most recent year ,The attendance record of the Remuneration Committee members was as follows:

Title Name Attendance in
Person
By Proxy Attendance
Rate(%)
Remarks
Convener Hon,
Jau-Shin
2 0 100%
Committee
Member
Wang, Wei 1 1 50%
Committee
Member
Hsu,
Fu-Hsiung
2 0 100%
Other mentionable items:
1. If the board of directors declines to adopt or modifies a recommendation of the
remuneration committee, it should specify the date of the meeting, session, content of
the motion, resolution by the board of directors, and the Company’s response to the
remuneration committee’s opinion (eg., the remuneration passed by the Board of
Directors exceeds the recommendation of the remuneration committee, the
circumstances and cause for the difference shall be specified): None.
2. Resolutions of the remuneration committee objected to by members or expressed
reservations and recorded or declared in writing, the date of the meeting, session,
content of the motion, all members’ opinions and the response to members’ opinion
should be specified: None.

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(V)Fulfillment of CSR and Deviations from the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies"

ImplementationStatus ImplementationStatus Deviations from “the
Corporate Social
Responsibility
Evaluation Item
YES NO
Abstract Explanation
Best-Practice Principles
for TWSE/TPEx Listed
Companies” andReasons
1. Has the Company conducted risk evaluation for the V The Company has established the “Corporate Social
Responsibility Best Practice Principles” and related risk control
procedures, while conducting the risk assessment for the
environmental issues related to the Company.

No Significant Difference
environmental, social and corporate governance issues
related to the operations of the Company based on the
materiality principle, and formulated related risk
management policies or strategies?
2. Does the Company have a special (concurrent) unit to V The Company has appointed Public Relations and Legal No Significant Difference
promote CSR initiatives, supervised by a Board-appointed Department of the Group to promote the CSR affairs and report
to the Board of Directors.
member of the management team, who reports to the
Board?
3. Developing Sustainable Environment (1) The Company has received a number of certifications,
including ISO and OHSAS. For quality management,
occupational health and safety and
environmentprotection.
(2)The Company strives to save paper, promotes ERP
electronic forms and approval, while increasing the
efficiency of each resource utilization.
(3)The Company implements energy-saving and carbon
reduction in daily courses, to save the power utilization in
the offices and production units.
(4)The Company has counted the greenhouse gases emission,
water usage, and total weight of wastes in the past two
years, and established the policies for energy-saving and
carbon reduction, reduction of greenhouse gases emission,
and other waste management.
(1) Does the Company establish proper environmental V No Significant Difference
management systems based on the characteristics of
its businesses?
(2) Is the Company committed to improving resource V
No Significant Difference
efficiency and to the use of renewable materials with
low environmentalimpact?
(3) Does the Company evaluate the current and future V No Significant Difference
potential risks and opportunities brought by the climate
change, and take measure to respond to the
climaterelated issues?
(4) Does the company calculate the greenhouse gases V

No Significant Difference
(GHG) emission, water consumption and total weight of
wastes for the past two years, and formulated the

strategies for energy conservation, carbon reduction,
GHG emission reduction, water saving and management
of otherwastes?

-41-

ImplementationStatus ImplementationStatus ImplementationStatus Deviations from “the
Corporate Social
Responsibility
Evaluation Item
YES NO
Abstract Explanation
Best-Practice Principles
for TWSE/TPEx Listed
Companies”and Reasons
4.Social issues
(1) Does the Company set policies and procedures V (1) The Company complies with the regulations of related
No Significant Difference
incompliancewithregulations and labor laws, and has established the regulations and systems
internationallyrecognized human rights principles? based on the local laws of the operating locations. The
related information is informed to the employees through
public channels and the legal rights of employees are
protected. The internationally recognized principles of
basic human rights of labors are respected and the basic
rights of labors shall not be endangered.
(2) Does the Company formulate and implement reasonable
V
(2) Except handling insurance and physical checks pursuant to
No Significant Difference
policies of staff welfare (including compensation,vacation the local laws, the Company also provides the benefits such
and other welfares), and reflect the operating performance as gift vouchers for holidays and subsidies for
or achievement in the compensation of the employees wedding/funeral/celebrations,
while
reflecting
the
properly? operating performance on the compensations of employees.
(3) Does the Company provide employees with a safeand
V
(3) The Company has clearly indicated the fire-fighting and
No Significant Difference
healthy working environment, with regular safety and safe exit routes at all operating venues, while inspecting the
healthtraining? fire-fighting facilities periodically. The general medical and
first aid supplies are provided and the safety and health
issues are promoted from time to time.Regularly convene
"Occupational Safety and Health Committee Meetings" to
discuss the promotion of occupational safety and health
management, prevent industrial safety accidents from
occurring, and implement the company's occupational
safety and health policies
(4) Has the Company established effective career V (4) The Company provides effective functional trainings to
No Significant Difference
development training plans? employees, with external trainings from time to time, to
supplement their job skills.
(5) Does the Company follow regulations and international V (5) For the marketing and labeling of products and services,
No Significant Difference
standards in the customer health, safety, customer the Company handles such affairs pursuant to the related
privacy,marketing andlabeling of its products and regulations andinternationalstandards.The Company also

-42-

ImplementationStatus ImplementationStatus Deviations from “the
Corporate Social
Responsibility
Evaluation Item
YES NO
Abstract Explanation
Best-Practice Principles
for TWSE/TPEx Listed
Companies”and Reasons
services, and set polices and appeal procedures for provides the service platform, such as telephone and
protection ofconsumer’s rights andinterests? internet, so that consumers may communicate the related
problems through such platforms and thus the transparent
and effective client complaint handling procedures are
provided.
(6) Does the Company formulate the suppliermanagement
V
(6) The Company regulates the suppliers via the environment
No Significant Difference

policies and require suppliers to follow relevant normson


agreement, CSR policies and declaration of commitment,

environmental protection, occupational safety and health,
and requires supplier to return the signed agreement every

or labor’s human rights, and disclose theimplementation?
year.
5.Does the company reference internationally accepted V The Company has not yet prepared any report disclosing the The Company has not yet
reporting standards or guidelines, and prepare reports that non-financial information, such as the Corporate Social prepared the Corporate Social
disclose non-financial information of the company, such as Responsibility Report; such reports may be prepared if required
Responsibility Report.
corporate social responsibility reports? Do the reports above in the future.
obtain assurance from a third party verification unit?
6.If the Company established its own Corporate Governance Best-Practice Principles pursuant to the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed
Companies, please state the variance between the implementation and the Principles and the reason for any such variance:
The Company has established the “Corporate Social Responsibility Best Practice Principles” pursuant to the “Corporate Governance Best Practice Principles for
TWSE/TPEx Listed Companies,”and thereisnomajorvariance.
7.Other key information helpful to understand the operation of corporate social responsibility: the Company not only values to compliance to protect all stakeholders, but also
takes a rigorous approaches to these the corporate social responsibilities concerned by the general public. Except deepening the good corporate culture of the Company, the
corporate image is also improved and thus thegoal of sustainable development is achieved.

-43-

(VI)Fulfillment of Ethical Corporate Management and Deviations from the "Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies"

TWSE/GTSM Listed Companies"
Evaluation Item ImplementationStatus Deviations from
the “Ethical
Corporate
Management Best
Practice
Principles for
TWSE/GTSM
Listed
Companies” and
Reason
YES NO Abstract Illustration
1. Establishment of Corporate Ethics Principles and Implementation
Programs
(1) Does the Company have its regulations and publicly
availabledocuments addressing its corporate ethics principles
and programs, and the commitment regarding implementation
of such programs from the Board of Directors and the
managementteam?
(2) Does the company establish relevant programs, which are duly
enforced to prevent unethical conduct and provide
implementation procedures, guidelines, consequence of
violation and complaint procedures in such programs?
(3) Does the company establish appropriate preventive measures for
the business activities prescribed in Paragraph 2, Article 7 of the
“Ethical Corporate Management Best Practice Principles for
TWSE/TPExListed Companies” or any other such activities
associated with high risk of unethicalconduct?
V
V
V
(1) The Company has established the “Corporate Ethics Principles” and the
“Procedure of Implementing Corporate Ethics and Guidelines for
Conduct” passed by Board of directors and put it into practice, and then
ensure strict compliance in of internal management and external
commercialactivities.
(2) The Code of Ethics sets forth anti-bribery, corruption and illegal
political contributions.
(3) In the “Procedures for Ethical Management and Guidelines for
Conduct,” the Company has specified the handling procedure, and
procedures for reward/penalty, appealing and records of disciplinary
actions. If there is any bribery acceptance or anti-bribery incident, the
heads may report the penalty or reward immediately. Related systems
are implemented thoroughly.










No Significant
Difference
No Significant
Difference
No Significant
Difference
2. Ethic Management Practice
(1) Does the company assess the ethics records of whom it has
business relationship with and include business conduct and
ethics related clauses in the business contracts?


V
(1) Before starting any business relationship, the Company makes all
possible efforts to collect the information regarding the counterparties’
credit status and reputation in the industry, to prevent any possible
unethical business behavior.



No Significant
Difference

-44-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from
the “Ethical
Corporate
Management Best
Practice
Principles for
TWSE/GTSM
Listed
Companies” and
Reason
YES NO Abstract Illustration
(2) Does the company set up a unit which is dedicated to or tasked
with promoting the company’s ethical standards and reports
directly to the Board of Directors with periodical updates on
relevant matters?
(3) Does the company establish policies to prevent conflict of
interests,provide appropriate communication and complaint
channels and implement such policies properly
(4) To implement relevant policies on ethical conducts, does the
companyestablish effective accounting and internal control
systems that are audited by internal auditors or CPA
periodically?
(5) Does the company provide internal and external ethical conduct
training programs on a regular basis?









V
V
V
V
(2) The Company has appointed Public Relation and Legal Department of
the Group as the dedicate unit in charge of ethical corporate
management, and reporting to the Board of Directors periodically.
(3) In the “Procedures for Ethical Management and Guidelines for
Conduct,” the Company sets forth the regulations related to the interest
recusal, to prevent the decision-making not conforming to the ethical
management principles. If there is any violation, before the official
disciplinary action is decided, the investigation unit and the chief
making the decision would give a chance to the involved parties for
sufficient statement.
(4) For activities with high risk of unethical conduct, the Company has
built an effective accounting system, internal control system and
auditing system. These systems are required to be reviewed and revised
from time to time to ensure effectiveness of such systems and their
implementation. In addition, internal auditors conduct regular auditing
activities to assess compliance performance and submit auditing reports
to the Board ofDirectors.
(5) The Company has included ethics in the corporate slogans and fully
implement the ethical management in daily operation. In the future, the
internal and external trainings of ethical management will be conducted
from time to time.









No Significant
Difference
No Significant
Difference
No Significant
Difference
No Significant
Difference

-45-

Evaluation Item ImplementationStatus ImplementationStatus ImplementationStatus Deviations from
the “Ethical
Corporate
Management Best
Practice
Principles for
TWSE/GTSM
Listed
Companies” and
Reason
YES NO Abstract Illustration
3. Implementation of Complaint Procedures
(1) Does the company establish specific complaint and reward
procedures,set up conveniently accessible complaint channels,
and
designate
responsible
individuals
to
handle
the
complaintreceived
(2) Does the company establish standard operation procedures for
investigating the complaints received and ensuring such
complaints are handled in a confidentialmanner?
(3) Does the company adopt proper measures to prevent a
complainant fromretaliation for his/her ling a complaint?






V
V
V
(1) The Company provides an effective channel to receive and respond to
employees’ complaints by the specified department and staff.
Complainants’ identity information and substance of complaints are
required to be keptconfidential.
(2) The Company’s responsible person will look into complaints and then
report the assessment to his/her direct supervisor. The confidentiality
will be maintained thoroughly in theprocess.
(3) The Company takes measures to protect the whistle blowers and their
identities, and keep the information confidential, so that the employees
are not in danger of improper treatments and threats due to
whistle-blowing.








No Significant
Difference
No Significant
Difference
No Significant
Difference
4. Information Disclosure
(1)Does the company disclose its corporate ethics principles as well
as information on implementation of such principles on its website
and MarketObservation Post System (“MOPS”)?

V The Company has established the “Ethical Corporate Management Best
Practice Principles” and the “Procedures for Ethical Management and
Guidelines for Conduct;” both are disclosed on the Company’s website and
on theMOPS sufficiently.

No Significant
Difference
5.If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies,
please describe any discrepancy between the policies and their implementation:None.
6.Other important information to facilitate a better understandingof the company’s ethical corporate managementpolicies(e.g.,review and amend itspolicies):None.

-46-

  • (VII) If the company has adopted corporate governance best practice principles or related bylaws, the access of relevant information should be disclosed to thepublic:

  • The Company has established a number of regulations, for example “Corporate Governance Practices”, “Code of Ethical Conduct”,“Corporate Social Responsibility Best Practice Principles”, “Rules Governing the Scope of Powers of Independent Directors”, “Corporate Ethics Principles”, “Procedure of Implementing Corporate Ethics and Guidelines for Conduct”, “Rules of Procedure for Shareholders Meetings”, “Rules of Procedure for Meetings of the Board of Directors”, “Organization Regulations of the Audit Committee” and “Election Regulations of Directors”. The Company has carried out these regulations relating to corporate governance based on spirit of corporate governance.

  • Its information on corporate governance status is available on it official website.

http://www.wkgroup.com

  • (VIII) Other important information to facilitate better understanding of the company’s implementation of corporate governance can be disclosed:None

-47-

(IX) Internal control system execution status

  1. Statement of Internal Control System :

==> picture [385 x 323] intentionally omitted <==

==> picture [379 x 321] intentionally omitted <==

-48-

2. Audit Report of Internal Control System Prepared by CPAs :

==> picture [420 x 295] intentionally omitted <==

==> picture [420 x 316] intentionally omitted <==

-49-

  • (X) For the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, any sanctions imposed in accordance with applicable laws upon the Company or its internal staff, any sanctions imposed by the Company upon its internal staff for violations of internal control system provisions, principal deficiencies, and the state of 。

  • any efforts to make improvements need to be disclosed:None

  • (XI) For the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, major resolutions of shareholders’ meetings and board meetings are as follows:

1. Shareholders’Meeting

ows:
Shareholders’Meeting
Key Resolutions Implementation
Proposal of the Earnings Distribution
for 2018 and 2019
Cash dividends at NT$3 per share were
approved to be distributed. For the base date of
distribution and the date of distribution, the
Chairmanwas authorized to decide.
Proposal of the amendments to the
Company’s “Organizational
Memorandum and Articles of
Incorporation.”
Resolved to pass.
Proposal of the 2017 Restated
Consolidated Financial Report, 2018
Financial Reports, 2018 Business
Report,
and
2019
Consolidated
Financial
Reports
and
Business
Report.
Resolved to pass.
Proposal to amend partial clauses of
“Rules of Procedures for
Shareholders’ Meetings.”
Resolved to pass.
Proposal to amend partial clauses of
“Operational Procedures for Loaning
Funds to Others.”
Resolved to pass.

2. Board Meetings

Date of
Meeting
Key Resolutions
11th meeting,
2nd Intake
2020.8.7
1. Approved the proposal to review the engagement of attesting accountants, and their
remuneration.
2. Approved the proposal to provide a pledge of US$1.2 million to E.Sun bank for the
subsidiary, WKPF to increase US$1.2 million in fogiegn debt to E.Sun bank.
3. Approved the proposal that the subsidiary, WKPF pre-sale within US$ 2.5 million
quota.
12th meeting,
2nd Intake
2020.11.4
1. Approved the proposal to amend partial clauses of the “Rules of Responsibility Scope
for Independent Director” and “Rules of Organization for Remuneration Committee.”
2. Approved the proposal of the first guaranteed convertible bonds in R.O.C.(Taiwan).
13th meeting, 1. Approved theproposal to amend internal controlpartial clauses of the “Cycle of

-50-

Date of
Meeting
Key Resolutions
2nd Intake
2020.12.18
Financing.”
2. Approved the proposal of 2021 audit plan.
3. Approved the proposal of the consolidated budget and budget of capital expenditures.
4. Approved the proposal to review the engagement of attesting accountants, and
evaluations of their expertise and independence.
5. Approved the proposal of ratification the subsidiary, WKPF’s acquisition of securities
for the year 2020.
6. Approved the proposal to apply for a guaranteed amount of guaranteed convertible
bonds.
7. Approved the proposal of the amount to be distributed to managers as the year-end
bonus,and to employees as bonus for 2020.
14th meeting,
2nd Intake
2021.1.19
1. Approved the proposal of the subsidiary, WKPT’s participation in land bidding for
long-term development needs.
2. Approved the proposal to capital increase in cash in subsidiary,WKPT.
3. Approved theproposal the subsidiary,WKPT to implementpre-sellingUSD.
15th meeting,
2nd Intake
2021.3.24
1. Approved the proposal of Statement of Internal Control System from January 1, 2020
to December 31, 2020.
2. Approved the proposal to amend partial clauses of “Guidelines of Director Election.”
3. Approved the proposal of the 2020 Consolidated Financial Reports and Business
Report.
4. Approved the proposal of the earnings distribution for 2020.
5. Approved the proposal of the remunerations to directors and employees for 2020.
6. Approved the cash dividend of US$3.5 million to be distributed by the subsidiary,
WKPF this year.
7. Approve the proposal that the subsidiary, WKPT’s plan to book a credit facility from
Cathay United bank.
8. Approved the proposal the subsidiary, WKPT to implement pre-selling JPY.
9. Approved the proposal to review the policies, systems, standards and structure of
directors and manager’s performance evaluation and remuneration.
10. Approved the proposal of the election for all of the directors in advance.
11. Approved the proposal that the shareholder’s meeting accepts the nomination of
directors (including independent directors) candidates, the number of candidates to be
elected and the palce of acceptance.
12. Approved the proposal of removal of restrictions on prohibition of competition for
directors and their representatives.
13. Approved theproposal to convene the 2021 Annual General Meeting.
16th meeting,
2nd Intake
1. Approved the subsidiary, WKPT’s plan to book a credit facility from financial
institutions.
2. Approved theproposal to signed the “SupplementaryAgreement of Assistingin

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Date of
Meeting
Key Resolutions
2021.5.10 Conducting the Legal Compliance Matters after Initial Public Offering” with host
securities firm, JihSun Securities Co., Ltd..
3. Approved the proposal to nominate and review the candidate qualifications of directors
(including independent directors).
4. Approved the proposal to convene the 2021 Annual General Meeting.(Change the
meeting place of the AGM)
  • (XII)Any Director or Supervisor had a Recorded or Otherwise Written Dissenting OpiniononMajor Resolutions made by the Board of Directors in the Most Recent Year and as of the Date of Publication of the Annual Report:None

(XIII)Resignation or Dismissal of Chairman, General Manager, and heads of Accounting, Finance, Internal Audit and R&D in the Most Recent Year and as of the Date of Publication of the AnnualReport:None

  • E.Information Regarding the Company’s Audit Fee and Independence

(I)Accountant Fees

Unit: NTD1,00
Fee Items
Fee Range
Audit Fee Non-Audit
Fee(NOTE)
Total
1 Under NT$ 2,000 V V
2 NT$2,001~NT$4,000 V V
3 NT$4,001 ~NT$6,000
4 NT$6,001 ~NT$8,000
5 NT$8,001 ~NT$10,000
6 Over NT$100,000

Note: The main business and commercial boarding and other use.

(II)If the non-audit public fee paid by the accountant, the accountant's affiliated office and its related enterprise is more than one quarter of the audit public fee, the audited and nonaudited public fee amount and the non-audit service content shall be disclosed: : Not applicable 。

  • (III)The audit public fee paid for the replacement of the accounting firm and the replacement year is higher than the audit public fee for the previous year. Reducers should disclose the amount of audited public fees before and after replacement and the reasons: : Not applicable 。

  • (IV)If the audit public fee is reduced by more than 15% compared with the previous year, the audit public fee reduction shall be disclosed about the less money, ratio and reason: Not applicable.

  • F.Information on Replacement ofCPAs:None.

-52-

  • G.TheCompany’s Chairman, General Manager, Managers in Charge of its Finance and Accounting Operations did not hold any positions within the Company’s Independent Audit Firm or Its Affiliates in the PastYear: None.

  • H.Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report. Where the counterparty in any such transfer or pledge of equity interests is a related party, disclose the counterparty's name, its relationship between that party and the company as well as the company's directors, supervisors, and ten-percent shareholders, and the number of shares transferred or pledged

  • (I)directors, supervisors, and ten-percent shareholders, and the number of shares transferred or pledged.

Unit : Shares

Unit:Shares Unit:Shares
Title Name 2020 Current year to April 30
2021
Net Change
in
Shareholding
Net
Changein
EquityPledge
Net Change
in
Shareholding
Net
Changein
EquityPledge
Chairman &
General Manager
Lu, Huang-Fu 182,000
Director Lu, Chung-Wen 260,000
34,000
Director Chang, Wu-Lung 26,000
(36,000)
Director Lin, Yen-Huey
Director Sheng, Chien-Chih
Director AmTrust Investment
Consulting Corp
Representative:Ho,Jung-Shu
Representative:Chen,
Ming-Chieh
Independent
Director
Wang, Wei
Independent
Director
Hon, Jau-Shin
Independent
Director
Hsu, Fu-Hsiung
Chief Financial
officer of World
Known
MFG(Cayman)
Limited
Yu Shen-Fen 34,000
Investment
Business Dept.
Director of World
Known
MFG(Cayman)
Limited
Chen, Ming-Chieh 15,000
Chief Audit
Executive of
World Known
MFG(Cayman)
Limited
Lai, Yi-Ling 8,000
General Manager
of World Known
Precision (Fuzhou)
Industry Co., Ltd.

Huang, Yu-Ting
25,000

-53-

Title Name 2020 2020 Current year to April 30
2021
Current year to April 30
2021
Net Change
in
Shareholding
Net
Changein
EquityPledge
Net Change
in
Shareholding
Net
Changein
EquityPledge
Vice General
Manager of World
Known Precision
(Fuzhou) Industry
Co., Ltd.
Chang, Chia-An 23,000
QA
Director,World
Known Precision
(Fuzhou) Industry
Co., Ltd.
Huang, Mao-Yuan 14,000
General Manager
of World Known
Precision Industry
Co., Ltd.
Tseng, Kuo-Hsien 20,000
Production / R&D
Director, World
Known Precision
Industry Co., Ltd.
Lin, Kuo-Hsiung 14,000
ten-percent
shareholders
Germander Group Limited

(II)Shares Trading with Related Parties:None.

(III)Shares Pledge with Related Partie:None.

I.Information about any one of the top 10 shareholders who is the interested party to, orhas marriage relationship with and is a relative within the second degree of kinship ofanother

As of April 30 Unit:thousand shares,%
Current
Shareholding
Spouse and
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Any one of the top 10
shareholders who is the
interested party to, or has
marriage relationship with
and is a relative within the
second degree of kinship
of another
Remar
k
Shares
%
Shares
%
Shares
%
Name
Relation
4,230
12.48%






note
894
2.64%
1,050
3.1%
5,097
15.04%
Lu Huang,
Ching-Ling
Lu, Huang-Fu
Husband-
Wife
Parent-Chi
ld

2,730
8.05%







1,352
3.99%


2,730
8.05%
Lu, Chung-Wen
Lu Huang,
Ching-Ling
Parent-Chi
ld
Husband-
Wife

2,000
5.90%






As of April 30 Unit:thousand shares,%
Current
Shareholding
Spouse and
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Any one of the top 10
shareholders who is the
interested party to, or has
marriage relationship with
and is a relative within the
second degree of kinship
of another
Remar
k
Shares
%
Shares
%
Shares
%
Name
Relation
4,230
12.48%






note
894
2.64%
1,050
3.1%
5,097
15.04%
Lu Huang,
Ching-Ling
Lu, Huang-Fu
Husband-
Wife
Parent-Chi
ld

2,730
8.05%







1,352
3.99%


2,730
8.05%
Lu, Chung-Wen
Lu Huang,
Ching-Ling
Parent-Chi
ld
Husband-
Wife

2,000
5.90%






As of April 30 Unit:thousand shares,%
Current
Shareholding
Spouse and
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Any one of the top 10
shareholders who is the
interested party to, or has
marriage relationship with
and is a relative within the
second degree of kinship
of another
Remar
k
Shares
%
Shares
%
Shares
%
Name
Relation
4,230
12.48%






note
894
2.64%
1,050
3.1%
5,097
15.04%
Lu Huang,
Ching-Ling
Lu, Huang-Fu
Husband-
Wife
Parent-Chi
ld

2,730
8.05%







1,352
3.99%


2,730
8.05%
Lu, Chung-Wen
Lu Huang,
Ching-Ling
Parent-Chi
ld
Husband-
Wife

2,000
5.90%






As of April 30 Unit:thousand shares,%
Current
Shareholding
Spouse and
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Any one of the top 10
shareholders who is the
interested party to, or has
marriage relationship with
and is a relative within the
second degree of kinship
of another
Remar
k
Shares
%
Shares
%
Shares
%
Name
Relation
4,230
12.48%






note
894
2.64%
1,050
3.1%
5,097
15.04%
Lu Huang,
Ching-Ling
Lu, Huang-Fu
Husband-
Wife
Parent-Chi
ld

2,730
8.05%







1,352
3.99%


2,730
8.05%
Lu, Chung-Wen
Lu Huang,
Ching-Ling
Parent-Chi
ld
Husband-
Wife

2,000
5.90%






As of April 30 Unit:thousand shares,%
Current
Shareholding
Spouse and
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Any one of the top 10
shareholders who is the
interested party to, or has
marriage relationship with
and is a relative within the
second degree of kinship
of another
Remar
k
Shares
%
Shares
%
Shares
%
Name
Relation
4,230
12.48%






note
894
2.64%
1,050
3.1%
5,097
15.04%
Lu Huang,
Ching-Ling
Lu, Huang-Fu
Husband-
Wife
Parent-Chi
ld

2,730
8.05%







1,352
3.99%


2,730
8.05%
Lu, Chung-Wen
Lu Huang,
Ching-Ling
Parent-Chi
ld
Husband-
Wife

2,000
5.90%






As of April 30 Unit:thousand shares,%
Current
Shareholding
Spouse and
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Any one of the top 10
shareholders who is the
interested party to, or has
marriage relationship with
and is a relative within the
second degree of kinship
of another
Remar
k
Shares
%
Shares
%
Shares
%
Name
Relation
4,230
12.48%






note
894
2.64%
1,050
3.1%
5,097
15.04%
Lu Huang,
Ching-Ling
Lu, Huang-Fu
Husband-
Wife
Parent-Chi
ld

2,730
8.05%







1,352
3.99%


2,730
8.05%
Lu, Chung-Wen
Lu Huang,
Ching-Ling
Parent-Chi
ld
Husband-
Wife

2,000
5.90%






As of April 30 Unit:thousand shares,%
Current
Shareholding
Spouse and
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Any one of the top 10
shareholders who is the
interested party to, or has
marriage relationship with
and is a relative within the
second degree of kinship
of another
Remar
k
Shares
%
Shares
%
Shares
%
Name
Relation
4,230
12.48%






note
894
2.64%
1,050
3.1%
5,097
15.04%
Lu Huang,
Ching-Ling
Lu, Huang-Fu
Husband-
Wife
Parent-Chi
ld

2,730
8.05%







1,352
3.99%


2,730
8.05%
Lu, Chung-Wen
Lu Huang,
Ching-Ling
Parent-Chi
ld
Husband-
Wife

2,000
5.90%






As of April 30 Unit:thousand shares,%
Current
Shareholding
Spouse and
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Any one of the top 10
shareholders who is the
interested party to, or has
marriage relationship with
and is a relative within the
second degree of kinship
of another
Remar
k
Shares
%
Shares
%
Shares
%
Name
Relation
4,230
12.48%






note
894
2.64%
1,050
3.1%
5,097
15.04%
Lu Huang,
Ching-Ling
Lu, Huang-Fu
Husband-
Wife
Parent-Chi
ld

2,730
8.05%







1,352
3.99%


2,730
8.05%
Lu, Chung-Wen
Lu Huang,
Ching-Ling
Parent-Chi
ld
Husband-
Wife

2,000
5.90%






As of April 30 Unit:thousand shares,%
Current
Shareholding
Spouse and
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Any one of the top 10
shareholders who is the
interested party to, or has
marriage relationship with
and is a relative within the
second degree of kinship
of another
Remar
k
Shares
%
Shares
%
Shares
%
Name
Relation
4,230
12.48%






note
894
2.64%
1,050
3.1%
5,097
15.04%
Lu Huang,
Ching-Ling
Lu, Huang-Fu
Husband-
Wife
Parent-Chi
ld

2,730
8.05%







1,352
3.99%


2,730
8.05%
Lu, Chung-Wen
Lu Huang,
Ching-Ling
Parent-Chi
ld
Husband-
Wife

2,000
5.90%






Name Current
Shareholding
Spouse and
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Any one of the top 10
shareholders who is the
interested party to, or has
marriage relationship with
and is a relative within the
second degree of kinship
of another
Remar
k
Shares % Shares % Shares % Name Relation
Germander Group Limited
Representative:Lu, Chung-Wen
4,230 12.48% note
894 2.64% 1,050 3.1% 5,097 15.04%
Lu Huang,
Ching-Ling
Lu, Huang-Fu
Husband-
Wife
Parent-Chi
ld
Lavender Hill Limited
Representative:Lu, Huang-Fu
2,730 8.05%
1,352 3.99% 2,730 8.05% Lu, Chung-Wen
Lu Huang,
Ching-Ling
Parent-Chi
ld
Husband-
Wife
AmTrust Investment Consulting 2,000 5.90%

-54-

Name
Corp
Representative:Lin Hsin-I
Current
Shareholding
Current
Shareholding
Spouse and
Minor
Shareholding
Spouse and
Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Any one of the top 10
shareholders who is the
interested party to, or has
marriage relationship with
and is a relative within the
second degree of kinship
of another
Any one of the top 10
shareholders who is the
interested party to, or has
marriage relationship with
and is a relative within the
second degree of kinship
of another
Remar
k
Shares % Shares % Shares % Name Relation
E. SUN Commercial Bank, LTD.
in custody for GREATER
MATRIX Limited
Representative:Lai Hsin-Yuan
1,766 5.21%
Cathay Venture Inc.
Representative:Chang Jen-Ho
1,478 4.36%
E.SUN Venture Capital
Representative:Lin Lung-Cheng
1,443 4.26%
Lu, Huang-Fu 1,352 3.99% 2,730 8.05% Lu, Chung-Wen Parent-Chi
ld
Lin Chen-Yao 1,291 3.81%
Lu Huang, Ching-Ling 1,050 3.10% 894 2.64% Lu, Chung-Wen
Lu, Huang-Fu
Husband-
Wife
Parent-Chi
ld
Kao Fong Machinery Co., Ltd
Representative:Shen Kuo-Jung
967 2.85%

Note:Germander shares is jointly heldby Lu, Chung-Wen andLu, Huang-Fu, holding shares respectively59.8%and40.2%.

J.The shares of the same re-invested enterprise held respectively by the Company, its Directors and Supervisors, managers, and any companies controlled directly or indirectly by the Company, and the combined percentage of shares held by such entities andpersons.

Unit: 1,000 shares /%; December 31 2020

Re-invested Enterprise (Note 1) OwnershipbyTSMC OwnershipbyTSMC Ownership by Directors, Managers and
Directly/IndirectlyOwned Companies
Ownership by Directors, Managers and
Directly/IndirectlyOwned Companies
Total Ownership Total Ownership
Shares % Shares % Shares %
Honour Glory International
Ltd
6,521 100% 6,521
100%
World Known Precision
Industry (Fuzhou) Co.,Ltd
Note2 100%
Note2 100%
World Known Precision
Industry Co.,Ltd.
8,000 100% 8,000
100%
WKP HITECH USA, INC. 90 90% 90
90%

Note 1:The Company uses equity method to make investment Note 2: No shares due to the limited company

-55-

IV.Capital Raising

A.Capital andShares

(I) Source ofCapital

1. Capitalization

l andShares
ource ofCapital
1. Capitalization
l andShares
ource ofCapital
1. Capitalization
l andShares
ource ofCapital
1. Capitalization
l andShares
ource ofCapital
1. Capitalization
l andShares
ource ofCapital
1. Capitalization
Unit:NTS$;shares
Date Issuing
Price
(NT$)
Approved Capital Paid-in Capital Remarks
Shares Amount Shares Amount

Source of Share
Capital
Capital
Increased
by Assets
Other
than Cash



Others
2015.11 NTD$10 40,000,000 400,000,000
1

10
Founding Capital none
2017.01 NTD$10 40,000,000 400,000,000
25,000,000
250,000,000 Capital Increase
20,770 thousand
shares
Share Exchange
4,230 thousand
shares
note1
2017.05 NTD$34 40,000,000 400,000,000
30,000,000
300,000,000
Capital Increase
5,000 thousand
shares
2020.03 NTD$10 40,000,000 400,000,000
33,899,000
338,990,000
Capital Increase
3,899 thousand
shares
note2
2020.06 NTD$10 60,000,000 600,000,000
33,899,000
338,990,000
2020.06.17
Shareholders'
meeting approved
the increase in
share capital

Note 1:The Company issued new shares for NT$42,300,000 for 4,230,000 shares on March 1, 2017; and through share exchange, the Company acquired 11.6% stake of Honour from its shareholders, Germander Group Limited. The face value of Honour’s shares is US$1 per share and a total of 756,000 shares were acquired. The share exchange ratio was about 5.59:1.

Note 2:With the Letter Tai-Zheng-Shang-Er-Zhi No. 10900024462 by Taiwan Stock Exchange Corporation, dated March 3, 2020, the listing in Taiwan was approved.

2. Type ofStock

listing in Taiwan was approved.
2. Type ofStock
listing in Taiwan was approved.
2. Type ofStock
listing in Taiwan was approved.
2. Type ofStock
listing in Taiwan was approved.
2. Type ofStock
listing in Taiwan was approved.
2. Type ofStock
As ofApril.19,2020;Unit:Share
Kinds of
Share
Approved Capital Remarks
Outstanding Shares Unissued Shares Total
Common
Stock
33,899,000 26,101,000 60,000,000 Listed Shares

3. Information about the omnibus reporting system: N/A.

(II) Composition ofShareholders

3. Information about the omnibus reporting system: N/A.
Composition ofShareholders
3. Information about the omnibus reporting system: N/A.
Composition ofShareholders
3. Information about the omnibus reporting system: N/A.
Composition ofShareholders
3. Information about the omnibus reporting system: N/A.
Composition ofShareholders
3. Information about the omnibus reporting system: N/A.
Composition ofShareholders
3. Information about the omnibus reporting system: N/A.
Composition ofShareholders
3. Information about the omnibus reporting system: N/A.
Composition ofShareholders
As of April 30,2021;Unit:person,;Share
Type of
Shareholders
Quantity
Government
Agencies

Financial
Institutions
Other
Juridical
Persons
Natural
Persons
Foreign
Institutions
and
Foreigners
Total
Number of Shareholders
16 920 16 952
Shareholding 7,726,000 16,620,651 9,552,349 33,899,000
Holding Percentage (%) 22.79% 49.03% 28.18% 100.00%

Note:Chinese shareholdings : None.

-56-

(III) Shareholding Distribution Status

1. Distribution Profile of ShareOwnership :

Distribution Profile of ShareOwnership: Distribution Profile of ShareOwnership: Distribution Profile of ShareOwnership: Distribution Profile of ShareOwnership:
As of April 30,2021;Unit:person,;Share
Shareholder Ownership (Unit: Share) Number of
Shareholders
Ownership Ownership
Percentage
1
~
999
55 3,695 0.01%
1,000
~
5,000
665 1,245,305 3.67%
5,001
~
10,000
86 740,000 2.18%
10,001
~
15,000
22 290,000 0.86%
15,001
~
20,000
24 457,000 1.35%
20,001
~
30,000
23 602,000 1.78%
30,001
~
40,000
11 376,000 1.11%
40,001
~
50,000
13 613,000 1.81%
50,001
~
100,000
12 916,000 2.70%
100,001
~
200,000
14 1,991,000 5.87%
200,001
~
400,000
9 2,447,000 7.22%
400,001
~
600,000
2 1,074,000 3.17%
600,001
~
800,000
3 2,144,000 6.32%
800,001
~
1,000,000
4 3,660,000 10.80%
1,000,001 and above 9 17,340,000 51.15%
total 952 33,899,000 100.00%

2. Preferred Shares : None 。

(IV) Major Shareholders

Name, number of shares and ownership percentage of shareholders with more than 5% of shares, or the top ten shareholders

As of April 30,2021;Unit:person,;Share

Shares
Name of Major Shareholders

Shareholding
shares
Shareholding
percentage
Germander Group Limited 4,230,000
12.48%
Lavender Hill Limited 2,730,000 8.05%
AmtrustInvestment Consulting Corp 2,000,000 5.90%
E. SUN Commercial Bank, LTD. in
custodyforGREATER MATRIX Limited
1,766,000
5.21%
Cathay VentureInc. 1,478,000 4.36%
E.SunVenture Capital 1,443,000 4.26%
Lu,Huang-Fu 1,352,000 3.99%
Lin,Chen-Yao 1,291,000
3.81%
LuHuang, Ching-Ling 1,050,000 3.10%
Kao FongMachineryCo.,Ltd 967,000
2.85%

-57-

  • (V)Market Price, Net Worth, Earnings and Dividends Per Share and related information in the past twoyears

Unit : NT$ ; Thousand Shares

Year
Item
Year
Item
Year
Item

2019
2020 As of Mar 31,2021
Market Price
Per Share
HighestMarketPrice NA 50.00 41.15
Lowest Market Price NA 29.25 35.75
AverageMarket Price NA 38.35 38.19
NetWorth
Per Share
BeforeDistribution 27.81 25.77 26.35
After Distribution 24.81 23.77 Note
Earnings Per
Share
WeightedAverageShares 30,000 33,226 33,899
EarningsPerShare 3.09 2.06 0.74
Dividends
Per Share
Cash Dividends 3.00 2.00 None
Bonus
Shares
Bonus Shares
Bonus Sharesout
ofCapitalReserve
Bonus Shares
Return on
Investmen
Price/EarningsRatio NA 18.62
Price/DividendRatio NA 19.18
Cash Dividend Yield NA 5.22

Note: The proposal for 2020 profit distribution is subject to approval of the shareholders meeting.

(VI) Company's dividend policy and itimplementation

1. Dividend Policy is set out in the Articles ofIncorporation

The dividends policy of the listing period set forth in Article 100 of the Company’s Articles of Incorporation is listed as follows:

Currently the Company is in the growing stage. The dividends/bonuses may be distributed to shareholders in cash and/or shares. The distribution of the dividends/bonuses shall take the capital expenditures, plans for future business expansion, financial plans and other plans required for the sustainable development into account.

Unless the laws of Cayman Islands, the regulations of public listing in TWSE or TPEx, or the Articles of Incorporation stipulates otherwise, whenever there are any earnings after the end of each fiscal year, after the Company has covered its losses (including the losses from previous years and the adjustments of the undistributed earnings, if any) and all taxes have been paid, the legal reserves shall be provided pursuant to the regulations of public listing in TWSE or TPEx (not applicable if the total legal reserves reached the total amount of paid-in capital), and then the special reserves shall be made (if any). For the remaining amount (reversed special reserves included), through the general resolution of the AGM, no less than 10% of such distributable earnings, plus all or partially accumulated undistributed earnings from previous years decided through the general resolution of the AGM, may be distributed to shareholders as dividends or bonuses. The amount of cash dividends or bonuses shall not be lower than 10% of the total amount of the dividends or bonuses to be distributed.

2. The dividends distribution proposed to the AGM:

On March 24, 2021, the Board of Directors approve the proposal to distribute cash dividends of NT$67,798,000 (or NT$2 per share); however, this proposal needs to be resolved by the AGM 2021.

  1. Any material changes expected to the dividends policy: N/A.

-58-

  • (VII)Effect upon business performance and earnings per share of any dividends distribution proposed or adopted at the shareholders' meeting: N/A

(VIII)Remunerations to employees, directors and supervisors

  1. The percentage or scope of the remunerations to employees, directors, and supervisors specified in the Articles of Incorporation:

Unless the laws of Cayman Islands, the regulations of public listing in TWSE or TPEx or the Articles of Incorporation stipulates otherwise, shall there be any profit in the year, 1% to 8% shall be provided as the remunerations to employees, distributed in shares and/or cash, with a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and no more than 5% shall be provided as the remunerations to directors with a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors. However, if there is any accumulated loss (adjustments of the undistributed earnings included), the amount to offset such loss shall be set aside in advance, and the remaining amount is used to provide the remunerations to employees and directors at the aforementioned percentage. The distribution of remunerations to employees and directors shall be reported to the shareholders meeting. Unless the regulations of public listing in TWSE or TPEx, stipulates otherwise, the remunerations to directors shall not be paid in the manner of issuing new shares. The “profit” referred in the paragraph, means the pre-tax profit before deduction the distribution as remunerations to employees and directors.

  1. The basis for estimating the amount of employee, director, and supervisor remuneration, for calculating the number of shares to be distributed as employee remuneration, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:

Pursuant to the Articles of Incorporation, the remuneration of employee, director, and supervisor are estimated based on the pre-tax profit before deduction the distribution as remunerations to employees and directors. If there is any discrepancy between the actual distributed amount and the estimated figure, it is deemed as the changes to the accounting estimation and adjustment is accounted in the year of the shareholders’ meeting.

  1. Information on any approval by the board of directors of distribution of remunerations:

  2. (1) Amount of distributed remunerations to employees, directors, and supervisors in cash or shares. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause and the status of treatment shall be disclosed: on March 24, 2021, the Board of Director approved to distribute the employee remuneration of NT$1,543,792 and director remuneration of NT$1,543,792, all in cash. There is no discrepancy from the estimated figure.

  3. (2) The amount of any employee remunerations distributed in shares, and the size of that amount as a percentage of the sum of the after-tax net income stated in financial reports for the current period and total employee remunerations: N/A.

  4. The actual distribution of employee, director, and supervisor remunerations for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor remunerations, additionally the discrepancy, cause and how it is treated.

The proposal of remunerations distributed to employees and directors was reported in the shareholders’ meeting on June 17, 2020. The employee remuneration of US$33,838.06 and director remuneration of US$101,514.19 were to be distributed, and not different from the amounts proposed by the Board of Directors.

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(IX) Repurchase of CommonStock : None 。

  • B.Issuance of CorporateBonds

None.

C.PreferredShares

None.

  • D.Overseas Depositary Receipts

None.

  • E.Employee Stock Options

None.

  • F.Employee Restricted Stock

None.

  • G.New Share Issuance in Connection with Mergers and Acquisitions

None.

H.Implementation plan offunding

The company's cash capital increase before listing, the actual funds raised totaling NT$162,719,000 were completed on March 5, 2020, and the plan was completed in the first quarter of 2020 for the full implementation of working capital.

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V.Overview of Operations

A.Description of Operations

(I)Scope of Operations

1. The major businesses

The major products of the Groups are the automobile parts and green-energy parts. The final products to be sold include the energy-saving and carbon-reducing parts of commercial vehicle engine, ADB calipers, rear panels of brake pad, bend pipes and accessories of turbocharger, cases of flywheel, cases of swing arms, exhaust manifolds, braces, core shafts, parts for braking system of wind power generator and processed products of machinery parts for various industries.

  1. Operating weights of major products

Unit: Thousand NT$; %

Unit: Thousand NT$;% Unit: Thousand NT$;% Unit: Thousand NT$;%
Year
Service item

2019
2020
Revenue Weight Revenue Weight
Automobileparts 765,067 73.86 607,988 70.39
Green-energy parts 86,856
8.38

110,513
12.79
Others 183,976 17.76 145,248 16.82
Total 1,035,899
100.00

863,749

100.00
Currentproducts(services)of the Company
Category of
products
Description of products Area of application
Automobile
parts
Energy-saving and carbon-reducing parts
of commercial vehicle engine, ADB
calipers, rear panels of brake pad, bend
pipes and accessories of turbocharger,
cases of flywheel, cases of swing arms,
exhaust manifolds, braces, and core shaft.
Transmission systems
for cars and trucks,
engine systems, and
chassis system.
Green-energy
parts
Parts of braking systems Brakes of large-size
power generators(MW
grade)

3. Current products (services) of the Company

4. New products (services) planned to be developed

The new products and services planned to be developed are as follows: (1) application of aluminum alloy, such as light-weight parts of engine, light-weight parts of chassis; (2) auto detecting helium production lines that infuse dry air to the parts, as the testing of pressure-resistance and air-tightness, as the enhancement of part inspection; (3) Expansion of auto-inspection production lines by applying high-precision censors that automatically contact the position to be inspected at the parts, and determine if the product is qualified automatically.

(II)Overview of Industry

  1. The current status and development of the industry

  2. (1) Automobile industries

According to OICA report, production of global main truck market such as United States or Europe plungedby 20-30%. It’s because of COVID-19 affect the demand of end users in those regions. Major manufacturers stopped partial or all prodcution line for

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confirmed cases or prevent from infection also result in low demand. It’s estimated 1-2 years from recovery.

The vast territory of USA drives the necessary demand of heavy trucks for agriculture, mining, architecture and cargo transportation in USA for its geographical conditions. Demand of heavy truck not only lowers the transporation cost, but also increase the market demand of commercial vehicles in USA and lift empolyment rate higher. Local residents used to save cargo cost by truck transporation, so the demand of heavy truck is always there. In recent years, the demand of commercial vehicles for architecture and mining has increased. Heavy trucks are expected to have more loading and higher efficiency, plus the high dependency for these two industries, driving a higher demand of commercial vehicles. The demand and supply of commercial vehicles has growing tendancy in USA and provides a potential growing momentum in heavy truck market. Due to COVID-19 pandemic in year 2020, the sales of overall heavy truck in USA has plummeted.

Production of mid/heavy trucks of USA, 2011-2020

==> picture [421 x 254] intentionally omitted <==

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

400000 20
16.8
15.4
350000
10.2 9.4 10
300000 5.6
4.1
0
250000
‐6.4
200000 ‐10
‐14.8
150000
‐20
100000
‐30
‐32.1
50000
0 ‐40
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
----- End of picture text -----

Source: MarkLines, OICA, WKG

On the other side, the commerical vehicle in China is mainly used for raw material transporation, so the sales is affected by local economic growth and demand of infrastructure. Starting from July 1st, 2021 regulated by China law, all diesel vehicles will be under “CHINA VI vehicle emission standards”, so the market of commercial in China is expected to keep growing. The demand of commercial vehicles goes up because of “CHINA VI” and strict environmental regulations, despite of slow demand of commerical vehicles in China. Due to COVID-19 and US-China trade war, domestic economic growth and commercial momentum went slowly. Many multinational car manufacturers stopped production and layoff employees, while local brands adjusted it structure for destocking. Many automotive OEM suppliers were forced to face allowance for bad debt, as well as OEM orders to Taiwan-based automotive suppliers. However, sales of commerical vehicles of year 2020 in China surged compared to last year because of early recovery from production line, domestic demand expansion and “CHINA VI” regulation on time.

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Sales and growth rate of China commercial vehicle, 2006-2020

==> picture [430 x 234] intentionally omitted <==

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

600 40
銷量 增長率
513.3
500 28.4 29.9 473.1 30
430.4 432.4
416.1
405.5
22.3
400 403.3 381.1 379.1 18.7 20
345.1 [365.1]
331.3
14.2 14
300 10
249.4 [262.5]
5.2 6.3 6.4 5.8 5.1
204
200 0
‐1.1
‐5.5
‐6.5
100 ‐9 ‐10
0 ‐20
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
----- End of picture text -----

Source: China Association of Automotive Manufacturers

(2) Green-energy industries

The market size of wind energy has doubled and became one of the most cost effective and toughness power by technology innovationand economics of scale in past decade. Total capacity of wind energy is 743GW, over 1.1 billion ton of carbon reduction, which equals to the auunal total carbon emissions in South America.

Year 2020 is the best year of global wind energy industry, with new wind energy capacity 93GW, increased 53% by last year. This indicates the wind energy is not affected by COVID-19 but made a record because installation surged in China and USA, the installed wind turbines was 75% of global amount, and total installed capacity is over half of global capacity. Wind energy is the fundemetal of net zero and green recovery. Wind energy is a cost effective flexbile energy and has the biggest potential of carbon reduction per MW. According to GWEC/Global Wind Energy Council, to keep the global average temperature increase less than 2°C compared to previous industrial era, it’s necessary to install 180GW new wind turbines around the world every year, based on the assumption from IRENA and IEA.

a. Onshore wind power market

China and USA are still the biggest two onshore wind energy market, total 75% of newly added wind turbines in year 2020. China government started to use bidding system from year 2018, as a part of reformation of energy market. However, the total turbines are still controlled by central governement. GWEC expects China can have further progress and get rid of direct subsidy in renewable energy and wind energy market.

The second big market of onshore wind energy is in USA. The main momentum for newly installed turbines is still Production Tax Credit, PTC before year 2020-2021. Future demand of newly installed turbines will be connected with Renewable portfolio standard, RPS and corporate purchase contract market, possibly with new business model and new financial model.

b. Offshore wind power market

Offshore wind energy plays an important role gradually. Newly installed offshore wind capacity in 2020 reached the second high of 6.1GW, accounting for 6.5% of total newly installed capacity.

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Newly installed offshore w ind energy capacity is aroun d 6,068M W , total g l obal installation capacity is 35,923 M W. Amon g all 24,83 7 MW (70 % ) located in Europe, rest 30% mai n ly in Asia, such as Ch i na (9,996 M W), Kore a , Taiwan a n d other Asian countri e s.

The pr o spect of g l obal wind energy is o p timistic. T he main d y namic mo m entum of w ind turbines installation is still su p ported by governme n t policy ( b idding system, rene w able energy p l an, etc). W ind energy is cost e ffective, w hich can b e proved by increa s e of business o pportunity and business model li k e power p u rchase agr e ement.

The i n vestment e n vironmen t of wind e nergy and renewable energy is still in po s itive attitude. W ind energ y as a flexi b le and exp a ndable ca p acity makes itself as a part of sol u tion while ma n y market are reeval u ating ener g y demand and mark e t design. D uring past few years, wi n d energy p rice drop a ccelerated technolog y develop m ent and hi g h efficien c y. It will still b e the key f actor for w ind power industry b e coming m a ture, altho u gh wind p o wer price wo n ’t drop fast in short te r m.

  1. R e lations of U pstream, M idstream a nd Downs t ream Com p anies (1) Automo b ile industr i es

T he autom o tive suppl y chain are a mong the m ost complex in the w o rd – from design a ndprovisi o n of raw m aterials in t h e upstrea m to autom o tive assem b ly plants a nd a ftermarke t services i n the downs t ream. The automotive supply ch a in compan i es form a c ross-indus t ry networ k with other partners i n related in d ustries. Th e roles of a u to parts in t he automo t ive supply chain are i l lustrated i n the diagra m below.

==> picture [445 x 271] intentionally omitted <==

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

Midstre a m D ownstrea
Upstr e am
Pl a stic and R u bber
in d ustries; A uto Parts 汽 車 之組車 廠 商
C a r Assembl y
A B S, PP and r ubber B umpers, wi n dshields
Pl a nts
St e el Industry ; Engine hoods, motor
Ir o n and steel v e hicle doors
m a nufacturin g
W heel rims,
N o n-ferrous
t h ermostat
m e tal;
C o pper, zinc a nd aluminu m H eadlight, ca r
w indows
G l ass Industr y ;
R a w materials for glass
pr o duction Car b attery, elec t rical parts,
alte r nator
E E Industry Aftermarket Se r vice
Electrical co m ponents Car s ensors, TV dashboards Pro v iders
Electronic Industry
El i
So u rce: Taiwan I ndustry Econ o mics Servic e s
----- End of picture text -----

The Company mainly op e rates in th e precision metal pro c essing and productio n . At the upst r eam, iron o r aluminu m is applie d as the major material; through h i gh-temper a ture melting and forgin g or even c a sting, the f orms are m ade. At th e mid-strea m , the part s are made t h rough the machiner y processi n g. The fi n ished products are applied in the automo b ile indust r y, wind p ower ind u stry, agri c ultural m a chinery a n d constru c tion machin e ry.

( 2 ) Green-e n ergy indus t ries

Co n verting the wind ener g y to mech a nical ener g y, and then convertin g the mecha n ical energy t o electrica l scenery, i s the wind power gen e ration. The principle of wind p o wer

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generation, is utilizing winds to spin the blades of generators, and increasing the spinning speed through accelerators, so that the power is generated.

The upstream sectors for parts of wind power generation include the equipment makers, sub-system suppliers, and raw material suppliers. These industries also include the hardware parts, such as suppliers of bearing and bolts. The mid-stream sectors are the integrated services, such as planning of wind fields, construction of wind fields and maintenance of wind power generators. The downstream sectors include the comprehensive developers of wind fields and the operators of wind power generators. Among the operators of wind power generators, there are comprehensive power plants and independent power suppliers. In nutshell, from the assembly of generators at the upstream, including blades, tower frames and main generators, there are great demands for various parts. These parts include the electronic parts, to machinery parts, to compounded materials, and to paint protection for appearance, marine (land) construction, transportation, financial and even insurance.

  1. Development trends and competition of products.

  2. (1) Development trends

a. Automobile industry

The automobile industry is at the key node shifting from conventional internal combustion engines to the drivers with new energies. Meanwhile, technologies, such as 5G communication technology, AI technology and IoT, will even have greater influence to the commercial vehicles than the new energy technologies and the whole logistic ecosystem may be changed. From short term to long term, there are several development trends for the accessories to commercial vehicles:

  • (a) Upgrade of environmental technologies

Comparing to passenger vehicles, commercial vehicles needs more time to get rid of the dependence on the fossil energies. But the overall approach of clean energy will not be changed. The standards for gas emission will be only stricter and stricter, until the zero emission of hazardous substance is achieved. Therefore, the hybrid power technologies, electrical and hydrogen fuel driver will replace the conventional internal combustion engines gradually, but the replacement cycle would be longer than passenger vehicles.

(b) Unmanned driving:

Not like the unmanned driving of passenger vehicles, the purpose of commercial transportation vehicles is to transport goods and thus the demands to realize unmanned driving is even greater. The first application of unmanned driving for commercial vehicles is the technology of “one-man fleet,” i.e., the transportation is conducted with a fleet, but only the first truck is driven by a driver and the other trucks are unmanned. Currently, trials are conducted in Europe and the U.S. The two major basic technologies of unmanned driving are the AI and 5G communications. Their applications are getting mature, and the future design for the whole commercial vehicle will be innovated greatly. To lower costs, there will be no driver’s cockpit and the reduced weight may be occupied by more goods. The most expensive part of shipping expense, costs of driver, is also saved. The logistic network will be expanded to the unprecedented depth and width due to reduced costs. The demands to transportation vehicles will increase and diversify more, the landscape of the logistics market will be turned over.

b. Green-energy industries

Fossil materials are seen as the prime culprits to the drastic global climate changes. The development of emerging renewable energies is the global trend and the green-energy industries are getting important. The related research shows that among 195 countries

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around the world, more than 90% of countries have established the acts for renewable energies. The future development trends of wind power generation are described as the following:

  • (a) Increase the efficiency of energy conversion for wind power generators

The wind power generators from the mass production in the early stage have a common problem of ill energy conversion efficiency. The major power generator makers input R&D workforce to improve the design. The items for improvement include the material of blades, increase of the diameters of blade wheels and output power. How to maintain the market shares with better power generating performance, is the key issues to the major power generator maker.

  • (b) Develop the wind power generators generating more power

Among the wind power generator makers, except the aforementioned improvement of blades and blade wheels, the braking system is also a key issue with higher specifications for increasing power generation. Reducing installed quantity of brakes is becoming important to the related sub-module vendors.

  • (c) Lowering the manufacturing costs of wind power generators

Except for enhancing the generation efficiency and capacity, makers are also required to have a price reduction to save the procurement costs. Other than the general production configurations, how the suppliers at the production ends produce more efficiently, without related waste, becomes a goal sought by these suppliers other than their own capabilities.

  • (2) Competition of products

  • a. Automobile industry

The major operations of the Company are in Fuzhou, China and Taiwan, with both R&D and production. The peers of automobile products in Taiwan and China are listed as the follows:

Description of Companys products
The Company Mainly engaging the business of precision metal processed products; the
application of their products include the parts of commercial vehicles,
green-energy parts, parts of agricultural machinery, and parts of
construction machinery
Tsang-You 1. Cars: parts of automatic transmission are mainly applied to the
transmission and gear shifting devices of cars; parts of torque
convert are mainly applied to the liquid torque converters
between engines and automatic transmission.
2. Heavy trucks: mainly applied to clutches of heavy trucks.
3. Industrial machinery: transmission system modules for agricultural
machinery,excavators,and snowmobiles.
Yung-Hsin - KY


The main products include the brake master cylinders, brake wheel
cylinders, clutch master cylinders, clutch wheel cylinders, brake calipers,
boosters,brakepads and other related automobileparts. The major

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Description of Companys products

function is the application to the automobile braking system and the major
target is the automobile parts AM market.
Yu-Long




Mainly produce the precision metal parts for automobile engine systems,
steering systems, transmission systems, chassis systems, medical injectors,
as well as connectors for aerospace and industrial communication
applications, sensors, temperature control equipment, compressors for
refrigeration and air conditioning, and optical products.
Feilong Auto
Components Co.,
Ltd.


The major products include the water pumps for automobiles, exhaust
manifolds, case of turbocharger, electrical water pumps, and motor oil
pumps.
Guangdong
Hongtu
Technology
(Holdings) Co.,
Ltd
1. Pressed and forged precision aluminum alloy parts.
2. Proprietary vehicles.
3. External and internal automobile decorative parts.
4. Investment.

The Company mainly engages business of precision metal processing, and the end applications include the parts of commercial vehicle chassis, parts of braking system for wind power generators, and parts of machinery equipment industries. Also the Company provides services customization and small variety with large quantity, based on demands of clients, and provides the precision processing production, sales, and R&D For the Taiwanese and China competitors listed above, their major business is the production of automobile parts for passenger vehicles, or the parts of passenger vehicle AM market. In the market, there are not many famous vendors supplying the same parts of commercial vehicles. In addition, the application areas of the Company’s products are extensive, with diversified markets. Currently, the Company has reached the green-energy industry and industrial machinery. The Company also provides service of product customization, which increases the dependence of the clients to the Company indirectly. With the experience accumulated from long term cooperation with clients, the Company has better competitiveness than peers.

b. Green-energy industries

As the working conditions of wind-power equipment is ill, the requirements to the quality of parts are very high, with higher technical threshold. As the capacity of the individual wind power generator expands, the technical difficulty of part forging also increased, with higher requirement to metal fatigue. The Company has presence in the wind-power generator area, which means we have certain skill levels. Also, the clients of the Company are mainly international major companies. We are trusted by these clients as they are willing to provide the molds and new technology plans to us. Therefore, the Company has more opportunities to obtain the latest market information and technologies, to improve our own technologies and competitiveness.

(III)Overview of technologies and R&D

1. The technology level and the R&D of the business operated

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The Group mainly engages business of precision parts processing, including various precision automobile parts, parts of wind power generation and hydraulic parts. The major technologies are derived from the accumulations and legacy of long term blank forming and processing experience, with the self-developed and designed fixtures, jigs, and gauges, to provide excellent products to clients. Currently, the Company provides manufacturing and sales services of precision parts to many industries. Except sending employees to the technical trainings provided by the domestic an overseas institutes or equipment suppliers, and actively participating major international exhibitions of tools and machines, the Company also have technical interactions and engineering discussion with clients, to effectively grasp the technology sources and improve technical capabilities.

Furthermore, to enhance the levels of various development and production, the Company engages scholars with expertise in the discipline and professionals with practical experience to the Company as instructors. Except for the breakthrough of the high-level metal forming and processing key technologies, the advanced production technologies, including reversal engineering application, 3D printings and precision machinery process are introduced, to greatly improve the development speed and quality of new products. The Company also cultivate talents in school on project basis, to conduct the development and testing through the talents and resources in the professional disciplines and develop the talents needed for R&D from schools.

Up to now, the Group’s R&D outcomes are the improvement of technologies. The patents are applied in China. However, the Company has no payment as technology compensation or royalty.

  1. R&D expenses input in the most recent year up to the printing date of the annual report
Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$
Year
Item

2020
January to March, 2021
R&Dexpenses (A) 18,754 4,468
Operatingrevenue (B) 863,749 231,885
(A)/(B) 2.17% 1.93%
  1. Technologies or products successfully developed in the most recent years and up to the printing date of the annual report.
Year R&Doutcomes Descriptionof R&Doutcomes’effects
2019 Automation of the
dedicate production line
of processing core shafts
for automobile gear
shifting devices (auto
measurement included)
To cope with the massive production lines
planned, the automation is increased to lower the
demand
to
workforce,
and
enhance
the
production efficiency. Introducing robot arms to
handle the material taking and placing and auto
measuring, as replacement of massive labors, and
controls overthe quality by automeasuring.
Supporter (the first mass
production of lost-wax
casting products)
To accommodate the clients’ demands, the
lost-wax casting products have the first mass
production. With the heat treating refining
process and surface treatment of electroplating
process, a one-stop service is provided to clients.
2020 Electrical disk braking
parts.
The electrical disk braking parts are developed to
accommodate clients. The parts are mainly
applied to the electrical buses, commercial
vehicles with new energies. The prototype has
been made and road trial has been conducted.
Moisture separator
(stainless steel)
Application of multi-material production process
and by accommodating client’s development of
parts, to increase the optimization of internal
parameters of production process and integral
application
of
machinery
processing

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Year R&Doutcomes Descriptionof R&Doutcomes’effects
technologies.
Inorganic
zinc
primer
painting stainless steel
The advanced painting production process
service. To accommodate wind-power clients’
demands for the assembly and rust-proof
protection for processed surfaces, the inorganic
zinc primer was developed.
Package production of
parts for industrial brakes
Based on the requests of clients, the parameters
of the forging materials (low-temperature shock
resisting) are optimized, with the integral
application
of
machinery
processing
technologies. The surface painting and shielding
is provided after process, to add values for
products.
2021 Seat spreader (aerospace
component)
Aluminum
forging
7075-T6
processing
application. Improve in-house aluminum full
engraving processing parameter optimization,
machining integration and CATIA CAD/CAM
software skills.
Aluminum
alloy
case
(medical equipment)
Aluminum
block
6061-T6
processing
application. Improve in-house aluminum full
engraving processing parameter optimization,
and machining integration.
Advance surface treatment (anodizing and hard
anodizing). To make value-add products by
surface treatment andshade after processing.
Sliding table Gravity casting aluminum AC4C-T6 processing
application. Improve in-house gravity casting
processing
parameter
optimization,
and
machining integration.
Electric-drive disc brake Develop related components with electric-drive
brake major brand D customer, which mainly
applied in electric bus and commercial vehicles.
Sample test and road test are done at this
moment.
  • (IV)Long and short-term business development plans

  • Short-term business development plans

    • (1) Expand lightweight commercial vehicle components with existing and potential commercial customers. Create values to customers by using new technology, new material as alternative product solution (i.e. iron to aluminum, steel to cast iron, etc).

    • (2) All-in-one ADB (Air Disc Brake) Commercial vehicle manufacturers in China and USA who focus on drum brake started to convert to ADB gradually. Current split ADB is less competitive in China market because of multi-components, complex structure, heavy and high cost. It’s more competitve for expanding market share by using all-in-one ADB which makes clamp structure simple, lower weight and cost. It will increase our sales opportunity since we’ve done product development to D customer.

    • (3) It will be our development priority to design and produce EGR component for diesel engines under “CHINA VI” regulation, which will be the most strict regulation executed from July 1[st] , 2021 in China.

    • (4) 22” EMB (Electro-Machanical Brake), the new brake system for new energy automotive, is development complete for customers, while 19”one is under development, will be in mass production in 2021.

    • (5) Handled trial orders for medical equipment, PCB device and seat spreader for aerospace application.

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  • (6) Contacted potential customers of vacuum equipment and LED equipment components. AS9100 certification will be done in 2022.

  • Long-term business development plans

  • (1) Expand production capacity gradually and widen the competitive gap between competitors.

  • (2) Stay on top of the market trend by cooperating with supply chain. Expand new development field and follow new automotive technoloy aggressively.

  • (3) Elevate corporate core competence by hiring professional workers with global prospective.

  • (4) Keep sales growth by expanding products and seeking potential customers.

  • (5) Develop in localization with F customer after building new plants in China.

  • (6) Keep investing in new casting technology such as low pressure casting and semi-solid gravity casting.

  • (7) Developmechatronics system components as ODM (such as electro valve-EGR valve, pressure reducing valve and expansion valve.

B.Overview of Market, Production, and Sales

  • (I)Market Analysis

  • Major area for product sales

Unit: Thousand NT$ 2019
2020
Amount of
sales
Percentage
(%)
Amount of
sales
Percentage
(%)
483,698
46.69
316,515
36.65
423,755
40.91
420,503
48.68
128,446
12.40
126,731
14.67
1,035,899
100.00
863,749
100.00
Unit: Thousand NT$ 2019
2020
Amount of
sales
Percentage
(%)
Amount of
sales
Percentage
(%)
483,698
46.69
316,515
36.65
423,755
40.91
420,503
48.68
128,446
12.40
126,731
14.67
1,035,899
100.00
863,749
100.00
Unit: Thousand NT$ 2019
2020
Amount of
sales
Percentage
(%)
Amount of
sales
Percentage
(%)
483,698
46.69
316,515
36.65
423,755
40.91
420,503
48.68
128,446
12.40
126,731
14.67
1,035,899
100.00
863,749
100.00
Unit: Thousand NT$ 2019
2020
Amount of
sales
Percentage
(%)
Amount of
sales
Percentage
(%)
483,698
46.69
316,515
36.65
423,755
40.91
420,503
48.68
128,446
12.40
126,731
14.67
1,035,899
100.00
863,749
100.00
Year
Sales
Region
2019 2020
Amount of
sales
Percentage
(%)
Amount of
sales
Percentage
(%)
Americas 483,698 46.69 316,515 36.65
Asia 423,755 40.91 420,503 48.68
Others 128,446 12.40 126,731 14.67
Total 1,035,899 100.00 863,749 100.00

2. Market shares

For the parts of commercial vehicles, based on the statistical data of Precision Reports, the global sales value of automobile parts in 2020 was US$223.69 billion (about NT$6,606.28 billion). The Company’s sales income of automobile parts in 2020 was NT$607,988,000, or 0.0009% as the market share. The main reason is that the commercial vehicle markets has a small weight in the overall automobile market. Based on the statistical data of the OrganisationInternationale des Constructeursd'Automobiles (OICA), the global whole-car (commercial and passenger vehicles included) production volume in 2020 was 77,622,000 units and the global whole-car production volume of heavy commercial vehicles was 4,361,000 units; in other words, the heavy commercial vehicles’ market share in the global whole-car market was only 5.62%. For the green energy parts, based on the statistical data of MOEA, the 2020 production value for the parts of wind power generator in Taiwan was NT$5.445 billion. The Company’s sales revenue of parts of wind power generator for 2020 was NT$110,513,000 and the market share was 2.03%. Based on the research report of GWEC, the capacities of global wind power generators will be growing until 2022, benefitted from the tax incentives in the North America and the Chinese subsidy policy. It is expected that the precision metal processed product of wind power generators will grow.

  1. Future demand-supply conditions and growth of the market.

  2. (1) Automobile industry

Global automotive sales and production declined as well as components suppliers were affected especially in major automotive purchase region like USA and Europe due to COVID-19 in year 2020. According to HIS Markit forecast, global automotive market may

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decline by 9%, new car forecast from 3.2 million to 2.9 million.Although transporation automotive forecast in following year is slow in China, but the demand of our Exhaust gas recirculation (EGR) component estimated to grow, which benefit from China adjusted transportation structure, evelated transportation efficiency and “Limits and measurement methods for emissions from light-duty vehicles (CHINA VI)”

Global demand of heavy truck component is under balance, so Europe and Asia market is rather steady. Compared to price war in passenger vehicle, customers are rather not sensitive to price and with higher loyalty in commercial vehicle market.

(2) Green-energy industries

The high cost moves development priority from onshore to offshore wind turbines in wind power market. To get better cost performance ratio, the principal development is toward higher power genernation in offshore wind power industry. 12MW is the biggest offshore wind turbine currently. Research shows the onshore and offshore power generation will increase to 470TW during year 2021 to 2025. As offshore wind turbine has became the focus of every country, there will be more demand in related brake system components as wind power market keeps growing.

4. Competitive niche

(1) Concentrating on the niche market

Through long-term development, the Group has formulated the operation strategies focusing on commercial vehicles and industrial sectors. We provide the customized, multi-items and small batch products and services. Comparing the operating method adopted by peers that seeks scale benefit to lower costs and realize profit, the Group seeks to avoid the fierce price competition through differentiation. By developing the niche market with minimum overlapped competing business and adopting the operations of light-asset and heavy external collaboration, the Group satisfies the demands of the client as much as possible, while maintaining the higher profitability.

(2) Flexible production operation

The Group values the development of external collaborative vendors. With the philosophy of light assets, the Group quickly satisfies the demands of clients with the edges of these external collaborative vendors (precision processing, surface treatment, proxy procurement, assembly, testing, logistic and storage). From the view of clients’ demands, we provide the maximum convenience of procurement to clients, to enhance their dependence to the Company.

(3) Forward looking product strategy

The positioning of the Group’s products goes along with the development trends in the automobile industry. Currently the major products of the Group are:

  • a. Diesel engine and chassis components, including multi-material such as iron, aluminum and steel, etc. We are the long-term stragetic partner with global brand such as A company and F company based on excellent lead time and quality.

  • b. EGR diesel and exhaust gas recirculation component. Demand of EGR function components keeps growing since “CHINA VI” regulation was effective from year 2020.EGR function component must be installed on diesel and gas engines of commercial vehicles. Vehicles without “CHINA VI” are not allowed for sale.

  • c. ADB air disc brake component. ADB has replaced drum brake gradully in China, USA and Europe market after new safety regulation became effective. There is a big growing potential in truck and trailer market respectively in North America and Europe.

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  - d. Light-weight aluminum alloy component. We prodive light-weight cases, tubes and body parts by existing gravity casting and upcoming low-pressure casting business.

  - e. EMB as Electro-Machanical Brake will be the primary brake solution in eletric commercial vehicle. EMB product is verified complete by customer and estimated in small production in Q4 2021, mass production for China and Europe market in 2022.
  1. Positive and negative factors for future development, and the company's response to such factors

  2. (1) Positive factors

    • a. Automobile industry: by reviewing the history of human development, the trends of economic activities are influenced by the growth of populations and advancement of technologies. Although small fluctuations occurred during the history, the long term trend is always upward. The desires of seeking a better material life levels by human beings will never change and the demands to material goods and related services always go upwards. As it promotes the expansion of logistic networks, logistics frequencies and upgrades of services, the demands to logistics services and commercial vehicles also have secular growth. With the advanced technologies, driving technologies with better performance, and cleaner energies will be applied to the commercial vehicles. The stricter safety regulations will be enforced. The new product demands, such as electrical driving technologies, hydrogen energy technologies, post-treatment technologies for the wasted gas of internal combustion engines, disk brake, electrical brake and lightweight chassis will be expanded continuously and grow into new markets.

    • b. Wind power industry: for the issues of energy-saving and carbon reduction, countries around the world are making their best efforts to increase the share of green energy to slow down the exhaust of energies. Therefore, the demands to the wind power generation increase, and the peripheral parts also have space to grow.

  3. (2) Negative factors

    • a. Automobile industry: advanced technologies are a double edged sword with. When breeding new markets with new demands, the sustainability of current products and business is affected. The introduction of new energy technology to the commercial vehicle area, will not generate any adverse impact on the Company’s business in the near future. However, whether or not the Company is able to maintain the competitiveness, depends on if the Company is able to develop products meeting the market needs timely by following the market trends. If the Company fails to meet the market needs timely, the potential adverse impacts may be generated to the Company’s business.

      • Response: for many years, the Company has focused on the processing production and sales of various precision metal parts. With the long term experience in the industry, the Company may provide the blank forming are designing solutions at the initial stage of product design, or the optimized product design to lower the cost of production. With the flexible production capability, the demands for small-quantity and various items and one-stop procurement of the commercial vehicle clients are satisfied. Providing customized products and developing products with clients based on their individual needs, are the major competitive niches of the Company. Thus the inter-dependence with clients is increased and the stable long term partnership is achieved. As the safety regulations of each country upgrade, with the technical development trends of intellectualization and motorization, and the new energies, the Company attempts to join the product materials and production process improving solutions at the R&D stages of the clients’ new products, with the R&D energies resulting from the long-term experience of production and manufacturing. It is sought to obtain the opportunities of orders during

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the introduction and trial production of the new products. For instance, in the recent years, the commercial vehicle makers in Mainland China and the U.S. have been shifting to air disc brakes (ADB) from the drum braking system gradually. To accommodate the application of brand new generation of electro-mechanical brakes (EMB) to the new energy commercial vehicles, the Company develops the parts simultaneously to obtain orders from clients. In the future, the Company will expand the precision processing technologies for multiple materials (cast-iron, aluminum, and steel), to meet the one-stop procurement demands of clients, and enforce the competitiveness and growth momentum.

  • b. Green-energy industry: except for the occurrence of the Chinese suppliers in the braking parts for the large-size wind power generators, suppliers around the word attempt to enter this area, for instance, in India, Turkey, and Brazil. With the shifting procurement strategies of end clients, certain threats will occur if the Company will stay as the supplier of the suppliers in the braking parts for the wind power generator.

  • Response:except for improving the technologies to lead competitors with their technologies and quality, while obtaining the development rights of clients’ new projects, the Company is also analyzing the actual prices of low-price competitors and understanding the quality of competitors through visiting exhibitions, so that the effective quotation strategies are taken. Meanwhile, the Company looks for the blank suppliers with competitiveness. For the current supply chain, the cost competitiveness is checked continuously, to avoid the costs of blanks from affecting the final product competitiveness.

  • c. Impact from the U.S.-China trade war and the COVID-19 pandemic

In March 2018, the President of the U.S. at that time, Donald Trump announced To levy duties on imported goods from China pursuant to Section 301 of the 1974 Trade Act for “punishing China for stealing the business secrets of intellectual properties of the U.S. China took countermeasures afterwards and levied 128 imported goods from the U.S. and thus the trade disputes started. After many tariff increases and negotiations, both parties signed the trade agreement of the first stage on January 15, 2020 and the trade dispute was suspended temporarily. However, the U.S. still reserves the tariffs levied on imported goods from China, and there are still uncertainty remaining for the future development. In December 2020, the new U.S. President, Joe Biden stated that he would not cancel the above-mentioned tariff policy and trade agreement. If the disputes are not be terminated in the near future, the economic environment of Asia or even the whole world will be impacted and thus the mid- and long term operations of the Company.

Also the global outbreak of COVID-19 in 2020, in response to the need for epidemic prevention, countries have also issued travel warnings and restrictions on entry or isolation requirements for people in affected areas in response to the development of the epidemic, which will affect the overall economic demand and supply. The automobile market was also hit hard, and it is estimated that it will take 1~2 years to recover in the future

Response: one of the major entities of the Company is located in Fuzhou, China. Other than some domestic sales in China, the major sales area is North America. Therefore, the products are listed in the US-China trade sanctions. However, other than two export clients, the transaction terms of other export clients specify that the tariffs shall be borne by the clients. Since the beginning of the trade war, the Company has negotiated with major U.S. clients, to share the operating costs resulting from the increased tariffs. Also the Company expands the awareness as the precision metal processing manufacturer for

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comm e rcial vehi c les in Chi n a. Theref o re, the d o mestic sal e s share i n the consol i dated oper a ting reven u es increas e d from 5 % in 2015 to 14.5% in 2 020. This m ay decreas e the uncer t ainties of m acroecon o mics due t o the Chin a -US trade s a nctions an d the incre a sed operati n g costs.

F o r the mi d - and lon g term, th e long ter m operati n g strategies of globalization is considered. The Com p any will e v aluate the feasibiliti e s to establi s h production based i n Southeas t ern Asia, s uch as Vi e tnam or i n the Ameri c as, such a s Mexico, f or the pur p ose of po s itioning th e future m a rket with g l obal oper a ting prese n ce and sa t isfying th e demands of clients f rom variou s regions. O r, by mo v ing some products p roduced i n the oper a ting entity i n China to the operati n g entity in Taiwan, t o diversify t h e uncertai n ties resulti n g from th e China-US trade disp u tes, and t h e possible operating r isks caused by the CO V ID-19 pa n demic.

  • (II)Major U sage and P roduction P rocess of K ey Produ c ts 1. M ajor usage o f key pro d ucts

The C o mpany’s p r oducts ar e mainly a p plied to t h e chassis a nd engine of comm e rcial v e hicles, br a king syste m for large - size wind p ower gen e rators, hyd r aulic pres s ure syste m and e n gine of co n struction m achinery, a s well as t r ansmissio n system of a gricultura l machiner y . 2. P r oduction p r ocess of k e y products

The ge n eral proce s s of the Gr o up’s craft s manship is as follows : (other spe c ific produ c tion p r ocesses m a y be adde d depending on the pro d ucts)

==> picture [476 x 194] intentionally omitted <==

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

a. Aut o mobile pa r ts
Machine
Forged p rocessing W ashing Q C
Pack a ging
parts (Turning R u st-proof Ins p ection
a n d milling)
b. Gre e n-energy i n dustries
Ma c hine
proc e ssing Washi n g S toving
Forged parts (tura n ning d paintiand n g a n proof d rust- inspectiQC an d on P a ckaging
mil l ing)
----- End of picture text -----

(III)Suppl i es of the m ajor materi a ls

T he Comp a ny has est a blished go o d long-ter m relations h ip with su p pliers; me a nwhile, the Co mp any also m onitors th e market co n ditions to s tabilize th e procurem e nt prices f o r key raw materials and establishes v e ndors with long term s trategic pa r tnership. T he sources of supplies are stabl e .

Maj
or material
s
Supp
lier
Su
pplying
status
Cas
t iron blank
s
WKM,
supplierA
,Shandong
Huiyu Auto
Parts Co.,
Ltd
Good

(IV) List o f major su p pliersand C lint 1. M ajor Suppliers in the L ast Two C a lendar Years

Uni t : NT$ 1,000; %

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Item 2019 2019 2019 2019 2020 2020 2020 2020

Name
Amount % of
total
annual
net
purchases
Relation
with issuer
Name Amount % of
total
annual
net
purchases
Relation
with
issuer
1 World Known MFG
Co.,Ltd
116,079
19.73

other
relationsh
ip
World Known MFG
Co.,Ltd
99,405
25.17

other
relation
ship
2 Shandong Huiyu Auto
Parts Co.,Ltd
88,142
14.98

none
Shandong Huiyu Auto
Parts Co.,Ltd
62,687
15.87
none
3 A supplier 76,262
12.96

none
A supplier 38,646
9.78
none
4 others 307,844
52.33
others 194,249
49.18
Total 588,327 100.00 Total 394,987 100.00

There has been no material changes in the suppliers in the most recent two years.

  1. Major Clients in the Last Two Calendar Years

Unit: NT$ 1,000; %

Unit: NT$1,000;% Unit: NT$1,000;% Unit: NT$1,000;% Unit: NT$1,000;%
2019 2020
Name Amount % of total
annual net sales
Relation
with issuer
Name Amount % of total
annual net sales
Relation with
issuer
ACompany
366,512

35.38

none
A Company 248,209
28.74

none
others 669,387
64.62
Others 615,540
71.26
Total 1,035,899
100.00
Total 863,749
100.00
The Group has been one of the excellent suppliers to A Company. The changes are mainly
resulted from the fluctuation of the business demands from end clients and the performance of the
client; the changes are deemed reasonable.
V) Production in the most recent twoyears
Unit:NT$/PCS
Year
Main Product
2019
2020
Capacity
Output
Amount
Capacity
Output
Amount
Automotive parts
1,039,950
1,057,205
431,087
960,521
1,164,739
387,689
Green- energy
parts
17,749
84,484
19,065
101,784
Others
60,148
88,502
63,679
70,012
Total
1,039,950 1,135,102
604,073
960,521 1,247,483
559,485

(V) Production in the most recent twoyears

Note: The production equipment of the Company is not product specific and is adaptive depending on the items to be produced; therefore, the capacities are calculated as a whole.

(VI) Sales in the most recent two years

Unit:NT$/PCS

Year
Main Product
2019 2019 2019 2019 2020 2020 2020 2020
domestic sales exportsales domestic sales exportsales
Quantity Amount Quantity Amount Quantity Amount Quantity Amount
Automotive
parts
560,136 153,276 1,948,245 611,791 568,272
149,144
1,536,102 458,844
Green- energy
parts
20,673 85,612
1,016

1,244

23,263

109,854

549
659
Others 101,231 30,185
212,386
153,791
91,053

24,251

172,467
120,997
Total 682,040 269,073 2,161,647 766,826 682,588
283,250
1,709,118 580,499

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C.The Number of Employees in the Most Recent Two Years and As of the Date of Publication of the AnnualReport

Report
Unit:person;%
Item Year
2019
2020 As of April 30 ,2021
Staff
(persons)
Manager 9 9 9
Production Linie
Worker
120
113

113
General
Employee
147
126

133
Total 276
248

255
Average Age 37 38 39
Average Employee Tenure(Year) 3 5 6
Distribution
of Education
Attainment
(%)
Master (and above) 3.26%
3.63%

3.14%

Bachelor
27.90% 29.43% 29.80%

Senior High School
55.07% 53.63% 51.77%
Below Senior High
School
13.77%
13.31%

15.29%

D.Environmental ProtectionExpenses

Disbursements for environmental protection: total losses (including damage awards) and fines for environmental pollution for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report, and an explanation of the measures (including corrective measures) and possible disbursements to be made in the future (including an estimate of losses, fines, and compensation resulting from any failure to adopt responsive measures, or if it is not possible to provide such an estimate, an explanation of the reason why it is notpossible).

In the most recent year and as of the date of publication of the annual report, no loss or fine incurred to the Group as s result of environment pollution.

E.LaborRelation

(I)List any employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests:

1. Employee benefit plans and implementation:

The employee benefit plans are handled based on the related local regulations of the locations where the operations are, including social (employee/health) insurance and physical checks. Each subsidiary also plans and handles employee benefit plans, including birthday bonus, gift vouchers for holidays, and subsidies for wedding/funeral/celebrations, meal party from time to time, group recreational activities, among other things.

2. Employee continuing education and training

To enable employees to understand functions, operating objectives and related administrative processes of each department and familiarize them with the workplace and relevant regulations and systems, the Company conducts orientations for all new employees. Appraisals and reviews are conducted continuously for the purpose of enhancing employees’ performance and expertise. The Company also cultivates the technical and managerial trainees at different levels, with internal and external training provided, to enrich the competitiveness with favorable human resources.

3. Retirement systems and implementation

The subsidiaries in China join the pension insurance, pursuant to the local labor regulations, with monthly contributions while paying for the social insurance for employees to the local social security bureaus. Once employees reach the retirement age, they may claim

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pensions from the social security bureaus. All pensions of the current and retired employees are coordinated and arranged by the local governments.

For the subsidiaries in Taiwan, the Labor Standard Act is applied. Employees under the new system, pensions as 6% of their monthly salary are contributed to their personal labor pension accounts, as a protection for their rights. Employees may opt to contribute 0-6% of their monthly salary are contributed to their personal pension accounts at their will. Once employees reach the statutory age stipulated by the government, they may claim the pension from the government, paid monthly or at once.

Other companies under the Group also handle retirement pursuant to their local regulations.

  1. Status of labor-management agreements and measures for preserving employees' rights and interests

Employees of subsidiaries of the Company are protected pursuant to the local labor and contractual regulations and other related regulations of the locations where they operate. Also at the monthly mobilization meeting, the agenda of “I have something to say” is arranged, for employees to express their opinions timely. Up to now, there has been no labor disputes for negotiation.

  1. Working environment and safety protection guidelines of employee and its implementation

We are devoted in creating environment protection, as well as safety and healthy working environment for employee, in order to take social responsibility and corporate sustainability while corporate growing. Not only follow authority regulations, but also our subsidiary company in Fuzhou and Taiwan were both certified with ISO 45001 occupational health and safety certification and ISO 14001 environmental management certification. Related measures, programs and training are as follows.

Item Content
Access control 1. Plant safety protection by safety guards 24/7.
2.Access control system and surveillance system.
Equipment
maintenance
1. Public safety check every two year based on Regulations for
inspecting and reporting buildings public security.
2. Fire safety check every year based on Fire Services Act.
3.Maintain and check high-voltage, low-voltage eletrical equipment,
emergency lift and fire safety equipment regularly.
Disaster prevention
and response
1. Fire drill executed annually based on “Emergency response
guideline”, which defines responsibility of related department,
reposonse, reporting procedure and other task contents.
2. AED in plant.
Regular
working
environment
monitoring
Working environment monitoring implemented regularly. Check oil
fog left, noise, illuminance within working environment every six
month to prevent from physical and chemical hazard factor. Provide
a healthy safety working environment for employee and keep them
safety from occupational injury.
Regular safety and
health
education
training
1. Safety and health education for every new employee.
2. Safety and health education training one hour per month for
in-service employee.

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Item Content
3. Get technical license legally. (emergency, crance operator,
forklift driver)
Regular
health
examination
and
maintenance
1.Health examination for in-service employee.
2. Health maintenance based on article 15 in “The Law of
Occupational Safety and Hygiene”to protect employee safety.
Others Implement“human factors engineering hazard prevention",
“prevention plan for abnormal work loading",“Female
protection plan"and“occupational infringement", etc for
employee in need when facing long working hour, maternity,
bullyingor sexual harrassment in working place.

(II)List any losses suffered by the Company in the most recent fiscal year and up to the annual report publication date due to labor disputes and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided.

The Group have valued the labor relations. In the most recent fiscal year and up to the annual report publication date, no loss suffered due to labor disputes.

F.Important Contracts

Nature of
contract
Contracted parties The starting
and end dates
of the
contract
Major content Restric
tive
clause
s
Lease
contract
Party A: WKM
Party B: WKPT
March 1,
2019 to
February 28,
2029
Lease of plants None
Mortgage
contract
Mortgagor: WKPF
Debtor: WKPF
Creditor: Xiamen Bank
December
19, 2019 to
November
14, 2021
The mortgagor and the creditor
entered a contract to provide a
guarantee to the mortgaged plant.
The principal of the guaranteed credit
does not exceed CNY 15 million.
None
Credit
Facility
Contract
Debtor: WKPT
Creditor: E.Sun Bank
May 29,
2020 to May
29, 2021
E.Sun Bank provides WKPT a credit
facility for NT$30 million (including
the consolidated limit and exposure
limit). WKPT has drawn a short-term
loan NT$15 million and NT$10
million, with periods of April 6, 2021
to October 6, 2021 and February 4,
2021 to August 2, 2021, respectively.
Interests are paid monthly. Up to the
annual report publication date, the
contract has been pending for
renewal.
None

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Nature of
contract
Contracted parties The starting
and end dates
of the
contract
Major content Restric
tive
clause
s
Credit
Facility
Contract
Debtor: WKPT
Creditor: Chang Hwa
Bank
April 30,
2021 to April
30, 2022
Chang Hwa Bank provides WKPT a
credit facility for NT$30 million.
WKPT has drawn a short-term loan
NT$30 million, with periods of
December 24, 2020 to June 24, 2021
and January 29, 2021 to July 29,
2021 and April 24, 2021 to October
24, 2021. Interests are paid monthly.
None
Credit
Facility
Contract
Debtor: WKPT
Creditor: Cathay United
Bank
April 29,
2021 to April
29, 2022
Cathay United Bank provides WKPT
a credit facility for NT$60 million.
WPKT has not drawn up to the
annual report publicationdate
None
Mortgage
contract
Mortgagor: WKPT
Debtor: WKPT
Creditor: Chang Hwa
Bank
May 3, 2017
to May 3,
2023
The mortgagor and the mortgagee
entered a contract to provide a
guarantee to equipment. The credit of
the provided maximum mortgage
guarantee is NT$10.80 million.
None

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VI.Overview of Company Financial Status

  • A.The Consolidated Financial Statements and Information for the Recent Five Fiscal Year

  • (I) Condensed Balance Sheet and Condensed Statement of ComprehensiveIncome

1. Condensed BalanceSheet

A.The Consolidated Financial Statements and Information for the Recent Five Fiscal Year
(I) Condensed Balance Sheet and Condensed Statement of ComprehensiveIncome
1. Condensed BalanceSheet
A.The Consolidated Financial Statements and Information for the Recent Five Fiscal Year
(I) Condensed Balance Sheet and Condensed Statement of ComprehensiveIncome
1. Condensed BalanceSheet
A.The Consolidated Financial Statements and Information for the Recent Five Fiscal Year
(I) Condensed Balance Sheet and Condensed Statement of ComprehensiveIncome
1. Condensed BalanceSheet
A.The Consolidated Financial Statements and Information for the Recent Five Fiscal Year
(I) Condensed Balance Sheet and Condensed Statement of ComprehensiveIncome
1. Condensed BalanceSheet
A.The Consolidated Financial Statements and Information for the Recent Five Fiscal Year
(I) Condensed Balance Sheet and Condensed Statement of ComprehensiveIncome
1. Condensed BalanceSheet
A.The Consolidated Financial Statements and Information for the Recent Five Fiscal Year
(I) Condensed Balance Sheet and Condensed Statement of ComprehensiveIncome
1. Condensed BalanceSheet
A.The Consolidated Financial Statements and Information for the Recent Five Fiscal Year
(I) Condensed Balance Sheet and Condensed Statement of ComprehensiveIncome
1. Condensed BalanceSheet
A.The Consolidated Financial Statements and Information for the Recent Five Fiscal Year
(I) Condensed Balance Sheet and Condensed Statement of ComprehensiveIncome
1. Condensed BalanceSheet
Unit:NT$1,000
Year
Item
Financial Information intheLastFiveYears 2021.03.31
Financial
Information
2016 2017 2018 2019 2020
Current Assets 477,418 634,587 780,136 743,390 711,791
731,667
Property, Plant and
Equipment
233,892
340,321

342,829

316,550

269,694

256,735
Intangible Assets 3,318 3,598 5,475 6,513 10,265 9,472
Other Assets 133,101
64,930
28,830 81,898 337,584
345,707
Total Assets 847,729 1,043,436 1,157,270 1,148,351
1,329,334

1,343,581
Current
Liabilities
Before
Distribution
195,521
427,963

431,581

349,695

411,050

405,309
After
Distribution
195,521
457,963

476,581

247,998

Note

Note
Non-current Liabilities 6,432
7,562

53,984

44,472

44,611
Total
Liabilities
Before
Distribution
195,521
434,395

439,143

403,679

455,522

449,920
After
Distribution
195,521
464,395

484,143

301,982

Note

Note
Equity Attributable to
Shareholders of the
Parent
212,741
608,782

717,866

744,377

873,533

893,382
Capital Stock 207,700 300,000 300,000 300,000 338,990 338,990
Capital Surplus 216,423
216,423

216,423

334,365

334,365
Retained
Earnings
Before
Distribution
(57)
90,230

208,154

255,975

222,844

247,943
Before
Distribution
(57)
60,230

163,154

154,278

Note

Note
Other EquityInterest 5,098 2,129 (6,711) (28,021) (22,666) (27,916)
Treasury Stock
Equity attributable to
predecessorsedinterests
undercommoncontrol
439,467
Non-controlling
Interests
259
261

295

279

279
Total Equity Before
Distribution
652,208
609,041

718,127

744,672

873,812

893,661
Before
Distribution
652,208
579,041

673,127

642,975

Note

Note

Source: The consolidated financial statement signed and audited by CPAs, is prepared in accordance with the International Financial Reporting Standards

Note : The proposal of earning distribution for 2020 has been approved by the Board of Directs, but the resolution of the shareholders’ meeting is required.

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2. Condensed Statement of ComprehensiveIncome

Unit : NT$1,000

Year
Item
Financial Information intheLastFiveYears Financial Information intheLastFiveYears Financial Information intheLastFiveYears Financial Information intheLastFiveYears Financial Information intheLastFiveYears 2021.03.31
2016 2017 2018 2019 2020
Operating Revenue 496,598 813,626 1,097,619 1,035,899 863,749 231,885
Operating Margin 208,666 266,980 312,200 267,301
201,800
66,087
Operating Net Profit 101,976 144,902
166,977
111,008 78,839 29,433
Non-operating Income andExpenses 11,677 (2,703) 25,607 14,482
7,970
657
Net profit before tax 113,653 142,199 192,584
125,490
86,809 30,090
Net Income of Continuing
Business Unitforthisfiscalyear
101,742
110,713

147,918

93,071

68,565

25,099
discontinued operation income
Net Income 101,742
110,713
147,918 93,071
68,565
25,099
Other Comprehensive IncomeNet of
Tax
(28,128)
(2,993)

(8,832)

(21,526)

5,340

(5,250)
Total Comprehensive Income 73,614
107,720
139,086 71,545 73,905 19,849
Net Income (57) 90,287 147,924
92,821

68,566
25,099
Equity attributable to predecessors’
interests undercommoncontrol
101,799
20,466

Net income attributable to
non-controllinginterests
(40)
(6)

250

(1)

Total comprehensive income
attributable to stockholders ofthe parent
5,041
87,318

139,084

71,511

73,920

19,849
Equity attributable to predecessors’
interests undercommoncontrol
68,573
20,466

Total comprehensive income attributable
tonon-controllinginterests

(64)
2

34

(15)

Earnings Per Share(NT$) 3.39
3.69

4.93

3.09

2.06

0.74

Source: The consolidated financial statement signed and audited by CPAs, is prepared in accordance with the International Financial Reporting Standards

  • (II) The names of appointed certified accountants and their audit opinions in the last 5year

  • The names of appointed certified accountants and their audit opinions in the last 5year

Year AccountingFirm Name ofCPA Audit Opinion
2016 KPMG Chiun-Mang,
Chen
Modified unqualified
opinion(note)
2017 KPMG Chang-Hsieh
Chen, Tsu-Hsin
Chang
Unqualified opinion
2018 KPMG Chang-Hsieh
Chen, Tsu-Hsin
Chang
Unqualified opinion
2019 KPMG Chang-Hsieh
Chen, Tsu-Hsin
Chang
Unqualified opinion
2020 KPMG Chang-Hsieh
Chen, Tsu-Hsin
Chang
Unqualified opinion

Note :The CPAs explained that the pro forma consolidated financial statement was made for World Known MFG(Cayman)Limited. listing application

-81-

  1. Reasons of changing accountants in the most recent five years:

The accountant for the FY 2016 was Chen, Chun-Man, CPA, from KPMG Taiwan. However, to accommodate the internal adjustment of KPMG Taiwan and the Company’s application of IPO, the auditing and attesting accountants for financial statements of the Company were replaced by Chen, Cheng-Hsue, CPA, and Chang, Zhi-Hsin, CPA from 2017.

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B.Financial Analyses for the Past Five FiscalYeas

Item Year Financial Information intheLastFiveYears Financial Information intheLastFiveYears Financial Information intheLastFiveYears Financial Information intheLastFiveYears Financial Information intheLastFiveYears As of 2021
March 31
2016 2017 2018 2019 2020
Financial
Structure
(%)
Debt to asset ratio 23.06 41.63 37.95 35.15 34.27 33.49
Long term capital to property, plant and
equipment ratio
278.85
180.85

211.68

252.30

340.49

365.46
Solvency Current ratio(%) 244.18
148.28

180.76

212.58

173.16

180.52
Quick ratio(%) 169.54
94.20

119.07

145.00

118.80

119.34
Interest coverage ratio(multiple) 79.17
107.12

166.73

79.87

44.69

50.41
Operating
Performance
Receivable turnover rate(times) 5.85 6.61
6.03
6.00 5.62
5.68
Average cash recoveryday 62
55

61

61

65

64
Inventory turnover rate (times) 1.68
2.87

3.14

2.96

2.65

2.56
Payable turnover rate(times) 4.01
3.78
3.67 4.32
4.28
4.04
Days sales outstanding 217 127 116 123 138 143
Property, plant and equipment turnover rate
(times)
1.95
2.83

3.21

3.14

2.95

3.52
Total asset turnover rate(times) 0.64
0.86
1.00 0.90 0.7 0.69
Profitability Return on assets(%) 13.18 11.83 13.53 8.18 5.53 7.66
Return on equity (%) 17.91
17.56
22.29 12.73 8.47 11.36
Pre-tax netprofit topaid-in capital ratio(%) 54.72
47.40

64.19

41.83

25.61

35.51
Netprofit rate(%) 20.49 13.61
13.48
8.98 7.94
10.82
Earningsper share(NT$) 3.39 3.69 4.93 3.09 2.06 0.74
Cash Flow
(%)
Cash flow ratio 85.95 39.97 47.42
46.13
35.94
-0.46
Cash flow adequacyratio Note Note Note Note 120.67 116.53
Cash reinvestment ratio 5.76 19.10 16.71
10.00
3.45 -0.14
Leverage Operatingleverage 1.38
1.39

1.37

1.66

1.88

1.56
Financial leverage 1.01
1.01

1.01

1.01

1.03

1.02
Explain changes in financial ratios over the past two fiscal years (analyses of changes less than 20% may be waived)
1. Increased long term capital to property, plant and equipment ratio:mainly because cash increase and had not
purchaede large-scale property, plant and equipment in 2020.
2. Decreased interest coverage ratio: mainly because the net incomes before income tax and interest expenses
decreased and interest expenses increased in 2020.
3. Decreased total asset turnover rate:mainly because net sales decreased in 2020.
4. Decreased return on assets: mainly because the after-tax net profit decreased in 2020.
5. Decreased return on equity: mainly because the after-tax net profit decreased in 2020.
6. Decreased ratio of pre-tax net income to paid-in capital: mainly because the company’s initial listing for capital
increase and the pre-tax net income decreased in 2020.
7. Decreased EPS (NT$): mainly because the gains attributed to the shareholders of the parent company decreased as
due to the impact of COVID-19 in 2020, the market demand had plummeted, orders had become conservative , and
profit had been reduced due to net sales had decreased and product mix factors, as well as the large exchange rate
fluctions had caused the loss from foreign currency exchanges.
8. Decreased cash flow ratio:mainly because decrease in cash inflow from operating activities in 2020.
9. Increased cash reinvestment ratio: mainlybecause decrease in cash inflow from operatingactivities in 2020.

Source: The consolidated financial statement signed and audited by CPAs, is prepared in accordance with the International Financial Reporting Standards

Note: The Company was founded in 2015; therefore, there is no financial information of the most recent five years for calculation.

The formula for financial analysis is as follows:

  1. FinancialStructure

  2. (1) Debt Ratio = Total Liabilities / TotalAssets

  3. (2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment

  4. Solvency

  5. (1) Current Ratio = Current Assets / CurrentLiabilities

  6. (2) Quick Ratio = (Current Assets - Inventories - Prepaid Expenses) / CurrentLiabilities

  7. (3) Interest coverage ratio = Earnings before Interest and Taxes / InterestExpenses

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  1. OperatingPerformance

  2. (1) Receivable Turnover Rate = Net Sales / Average Trade Receivables (including trade receivables and note receivables arising from operatingactivities)

  3. (2) Average Cash Recovery Day = 365 / Receivable TurnoverRate

  4. (3) Inventory Turnover Rate = Cost of Sales / AverageInventory

  5. (4) Payable Turnover Rate = 365 / Average Trade Payables (including trade payables and note payables arising from operatingactivities)

  6. (5) Days Sales Outstanding = Cost of Sales / Inventory TurnoverRate

  7. (6) Property, Plant and Equipment Turnover Rate = Net Sales / Average Net V\value of Property, Plant and Equipment

  8. (7) Total Asset Turnover Rate = Net Sales / Average TotalAssets

  9. Profitability

  10. (1) Return on Assets = (Net Income + Interest Expenses * (1 - Effective Tax Rate)) / Average Total Assets

  11. (2) Return on Equity = Net Income / Average TotalEquity

  12. (3) Operating Income to Paid-in Capital Ratio= Operating Income / Paid-inCapital

  13. (4) Pre-tax Net Profit to Paid-in Capital Ratio = Income before Tax / Paid-inCapital

  14. (5) Net Profit Rate = Net Income / NetSales

  15. (6) Earnings Per Share = (Net Income Attributable to Shareholders of the Parent - Preferred Stock Dividend) / Weighted Average Number of SharesOutstanding

  16. CashFlow

  17. (1) Cash Flow Ratio = Net Cash Provided by Operating Activities / CurrentLiabilities

  18. (2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operating Activities / Five-year Sum of Capital Expenditures, Inventory Additions, and CashDividend

  19. (3) Cash Reinvestment Ratio = (Cash Provided by Operating Activities - Cash Dividends)/ (Gross Property, Plant and Equipment + Long-term Investments + Other Noncurrent Assets + Working Capital)

  20. Leverage

  21. (1) Operating Leverage = (Net Sales - Variable Cost) / Income fromOperations

  22. (2) Financial Leverage = Income from Operations / (Income from Operations - InterestExpenses)

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C.Audit Committee Report

World Known MFG(Cayman) Limited

Audit Committee Report

The Board of Directors has prepared the 2020 Business Report, Consolidated Financial Report and proposal of earning distribution. The Consolidated Financial Report has been audited by Cheng-Hsueh Chen, CPA and Tzu-Hsin Chang, CPA of KPMG Taiwan, with an independent auditor's report with unqualified opinion. The Audit Committee has reviewed the abovementioned reports prepared by the Board of Directors and found them to be in compliance with regulatory requirements. We hereby issue this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of The Company Act. The report is thus made and please review.

To

2021 Annual General Meeting

World Known MFG(Cayman) Limited

Convener of Audit Committee:

==> picture [38 x 40] intentionally omitted <==

March 24, 2021

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  • D.The financial statements in the most recent fiscal year, including an auditor's report prepared by CPAs, and 2-year comparative balance sheet, statement of comprehensive income, statement of changes in equity, cash flow chart, and any related footnotes or attached appendices:Please refer to appendix.

  • E.Standalone financial statements in the most recent fiscal year, certified by a CPA:The Company is a foreign issuer so this is notapplicable.

  • F.If the company or its affiliates have experienced financial difficulties in the most recentfiscalyear and as of the date of publication of the annual report, the annual report shall explain how such difficulties affect the company's financial situation:None.

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VII.Review and Analysis of the Company’s Financial Status, Financial Performance, and Risk Management

A.FinancialStatus

ancialStatus
Unit:NT$1,000
Item Year 2019 2020 Change
Amount

%
Note
CurrentAssets 743,390 711,791 (31,599) (4.25)
Property,Plant andEquipment 316,550 269,694 (46,856) (14.80) 1
Intangible Assets 6,513 10,265 3,752 57.61
Other Assets 81,898 337,584 255,686 312.20 2
Total Assets 1,148,351 1,329,334 180,983 15.76 3
CurrentLiabilities 349,695 411,050 61,355 17.55 4
Non-currentLiabilities 53,984 44,472 (9,512) (17.62)
Total Liabilities 403,679 455,522 51,843 12.84 5
CapitalStock 300,000 338,990 38,990 13.00 6
CapitalSurplus 216,423 334,365 117,942 54.50 7
RetainedEarnings 255,975 222,844 (33,131) (12.94) 8
Non-controlling interests (28,021) (22,666) 5,355 (19.11)
Total Equity 295 279 (16) (5.42)
Current Assets 744,672 873,812 129,140 17.34 9

Description of change analyses: (amount changed for 10% or more, and such amount reaches 1% of the total assets for the same year)

  1. Decreases in Property, Plant and Equipment in 2020 are mainly because the company had not purchaede large-scale property, plant and equipment in 2020.

  2. Increased other assets in 2020 are mainly because the classification of fixed deposits for more than three months into financial assets measured at amortized cost.

  3. Increased total assets in 2020 are mainly because the company’s initial listing for capital increase in 2020.

  4. Increased current liabilities in 2020 are mainly because the short-term loan increased.

  5. Increased total liabilities in 2020 are mainly because the short-term loan increased.

  6. Increased capital stock in 2020 are mainly because the company’s initial listing for capital increase in 2020.

  7. Incerased captital surplus in 2020 are mainly because the company’s initial listing for capital increase in 2020.

  8. Decreased retained earnings in 2020 are mainly because net profit decreased compared with last year due to net sales decreased.

  9. Increased total equity in 2020 are mainly because the company’s initial listing for capital increase in 2020.

B.FinancialPerformance

(I)FinancialPerformanc

ialPerformance
ancialPerformanc
ialPerformance
ancialPerformanc
Unit:NT$1,000
Year
Item

2019
2020 Change Note
Amount %
Operating NetProfit 1,035,899 863,749 (172,150) (16.62) 1
Operating Costs 768,598 661,949 (106,649) (13.88) 2

-87-

Year
~~I~~tem

2019
2020 Change Change Note
Amount %
OperatingMargin 267,301 201,800 (65,501) (24.50) 3
OperatingExpenses 156,293 122,961 (33,332) (21.33) 4
Non-operating income and
expenses
111,008 78,839 (32,169) (28.98)
5
Net profit before tax 14,482 7,970 (6,512) (44.97)
Operating NetProfit 125,490 86,809 (38,681) (30.82) 5
Tax Expenses 32,419 18,244 (14,175) (43.72)
6
NetIncome 93,071 68,565 (24,506) (26.33) 7
Description of change analyses: (amount changed for 10% or more, and such amount reaches 1%
of the total assets for the same year)
1.Operating Net Profit:Mainly because the impact of COVID-19 in 2020, the market demand
had plummeted and orders had become conservative , operating net profit decreased.
2.Operating Costs:Mainly because the decreased operating revenue resulted in decreased
operating costs.
3.Operating Margin:Mainly because the decreased operating revenue and product sales
composition changes resulted in decreased operating margin.
4. Operating Expenses:Mainly because the decreased operating revenue resulted in
export-related selling expense decreased compared with last year.
5. Non-operating income and expenses and Operating Net Profit: Mainly because the
impact of COVID-19 in 2020, operating net profit decreased andthe large exchange rate
fluctions caused the loss from foreign currency exchanges.
6. Tax Expenses: Mainly because the decreased revenue of 2020 resulted the
corresponding income tax expenses decreased.
7. Net Income: Mainly because the impact of COVID-19 in 2020, operating net profit
decreased and the large exchange rate fluctions caused the loss from foreign currency
exchanges.

(II)Sales projection and itsrationale

The Company formulated the achievable sales volume based on the market demands and assessments to the sales of and supplies to the clients. Please refer to the overview of operation for the related research and analysis to markets, as well as the current status and development of the industry.

(IIII)Plans in response to possible impact on the Company’s future financialperformance

The Company has a robust financial structure, while it keeps on deepening the operations management and reasonable controls over costs and expenses, so the future business growth may be satisfied.

C.CashFlow

(I) Analysis of Cash Flow in the most recentyear

The Company has a robust financial structure, while
operations management and reasonable controls over costs
business growth may be satisfied.
C.CashFlow
(I) Analysis of Cash Flow in the most recentyear
The Company has a robust financial structure, while
operations management and reasonable controls over costs
business growth may be satisfied.
C.CashFlow
(I) Analysis of Cash Flow in the most recentyear
The Company has a robust financial structure, while
operations management and reasonable controls over costs
business growth may be satisfied.
C.CashFlow
(I) Analysis of Cash Flow in the most recentyear
The Company has a robust financial structure, while
operations management and reasonable controls over costs
business growth may be satisfied.
C.CashFlow
(I) Analysis of Cash Flow in the most recentyear
it keeps on deepening the
and expenses, so the future
it keeps on deepening the
and expenses, so the future
Unit:NT$1,000
Remedies for the insufficient
cashamount
Investment
plans
Wealth
management
plans

Cash balance
at the
beginning of
the period
Net cash flow
from operating
activities for the
whole year
Net cash flow
from investment
activities and
fund-raising
activities for the
whole year
Amount of
remaining cash
(exchange rate
effects included)
Remedies for the insufficient
cashamount
Investment
plans
Wealth
management
plans
351,402 147,741 (220,345) 281,626
Analyses of the changes to cash flow for 2020

-88-

  1. Operating activities: the net cash inflow of NT$147,741,000 is mainly the result of the profit of 2020.

  2. Investment activities: the net cash outflow of NT$316,642,000 are mainly because the classification of fixed deposits for more than three months into financial assets measured at amortized cost.

  3. Fund-raising activities: the net cash inflow of NT$96,297,000 is mainly because the company’s initial listing for capital increase in 2020.

  4. Cash inflow increased NT$2,828,000 due to the fluctuating exchange rates.

(II)Improvement plans for insufficient liquidity :

The insufficient liquidity didn’t occurred to the Company, so it isN/A.

(III) Analysis for the changes of cash flow in the next year:

The consolidated cash balance at the end of 2020 was NT$281,626,000. It is expected that the operating activities will maintain the net cash inflow due to the continuing profit. These should be sufficient to support the cash outflows from investment activities and fund-raising activities and thus no concern of illiquidity.

  • D.The impact of major capital expenditures in the most recent year on financialstatus

The subsidiaries of the Company, WKPT and WKPF, to reinforce the capabilities of production and quality control, continue introducing the most advanced automated production equipment and inspection equipment. In the most recent year, WKPT bought the automated machinery equipment, and WKPF bought three scanners from Zeiss. These capital expenditures for the advanced equipment will become foundation of the future development for the Company. These funds were from the operating funds and bank borrowings, with no adverse effects to the Company’s finance and business due to increased capital expenditures.

  • E.Reinvestment Policy in the Most Recent Year, Reinvestment Results with Reasons and Improvement Plans, and Investment Plan for the UpcomingYear

  • (I)The re-investment policy of the Company

The re-investment policy of the Company takes the main business as the core, and the approach is to strengthen the vertical integration of up- and downstream. various analyses and measurements of the effects to the Group are conducted for the investment projects, and the internal control system “Investment Cycle” and the “Regulations Governing the Acquisition and Disposal of Assets.”

  • (II)The main reasons of reinvestment performance (profit or loss) in the most recent year and following improvementplants
and measurements of the effects to the Group are conducted for the investment projects, and
the internal control system “Investment Cycle” and the “Regulations Governing the
Acquisition and Disposal of Assets.”
)The main reasons of reinvestment performance (profit or loss) in the most recent year and
following improvementplants
and measurements of the effects to the Group are conducted for the investment projects, and
the internal control system “Investment Cycle” and the “Regulations Governing the
Acquisition and Disposal of Assets.”
)The main reasons of reinvestment performance (profit or loss) in the most recent year and
following improvementplants
and measurements of the effects to the Group are conducted for the investment projects, and
the internal control system “Investment Cycle” and the “Regulations Governing the
Acquisition and Disposal of Assets.”
)The main reasons of reinvestment performance (profit or loss) in the most recent year and
following improvementplants
and measurements of the effects to the Group are conducted for the investment projects, and
the internal control system “Investment Cycle” and the “Regulations Governing the
Acquisition and Disposal of Assets.”
)The main reasons of reinvestment performance (profit or loss) in the most recent year and
following improvementplants
and measurements of the effects to the Group are conducted for the investment projects, and
the internal control system “Investment Cycle” and the “Regulations Governing the
Acquisition and Disposal of Assets.”
)The main reasons of reinvestment performance (profit or loss) in the most recent year and
following improvementplants
Unit:NT$1,00
Invested Company Shareholding
(direct and
indirect)
Income or
Loss from
Reinvestment
Recognizedin 2020
Reasons of Reinvestment
Performance
Improvement
Plan
Honour Glory
International Ltd
100 93,089 Goodbusiness
performance
World Known
Precision Industry
(Fuzhou) Co.,Ltd
100 93,089 Good business
performance
World Known
Precision Industry
Co.,Ltd.
100 1,318 Good business
performance

-89-

Invested Company Shareholding
(direct and
indirect)
Income or
Loss from
Reinvestment
Recognizedin 2020
Reasons of Reinvestment
Performance
Improvement
Plan
WKP HITECH
USA, INC.
90 In the initial stage of
foundation, there has
been
no
operating
activities.
Continuous
expansion of
the
North
America
market,
development
of new clients
and increasing
the
competitive
edges.

(III)Investment Plan for the UpcomingYear

The Company’s reinvestment policy meets the needs of operational development, every subsidiary’s business looks promising in the upcoming year, and the projected revenue is stable. The Company will draft a new investment plan where it is appropriate in respect of market trends, the Group’s business strategy and financial status.WKPT has obtained the late-stage industrial land of the Ma Chouhou Industrial Park from the Chiayi County Government through an open tender on February 4, 2021. The land area is 17,363.81 square meters, which is equivalent to 5,253 pings. The total transaction amount is NT$249,517,500.

F.Analysis of Risk Management

(I) Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures

1. InterestRate

InterestRate
Uint:NT$1,000
2020
Amt
Ratio of Operating
Net Profit
7,962
0.92%
1,987
0.23%
Year
Item
2019 2020
Amt Ratio of Operating
Net Profit
Amt Ratio of Operating
Net Profit
Interest income 1,145 0.11% 7,962 0.92%
Interest expenses 1,591 0.15% 1,987 0.23%

low in the net operating revenue; therefore, the movement of interest rates had no significant impact on the Company’s financial and business.

With regard to the funds, the Company always maintains good relationships with banks; not only obtaining sufficient credit facilities, but also seeking the lowest interest rate for borrowing. The Group will raise the required funds by considering the limits of various fund sources and costs. In the future, the movement of interest rates will always be monitored, and the necessary countermeasures will be taken, to mitigate the impact of changed interest rates on the Group.

2. ExchangeRate

The major operating locations of the Groups are China and Taiwan. The procurements are basically made locally. For sales, the export takes about 70%, and gains (loss) of exchange in 2019 and 2020 were NT$(1,817,000) and NT$(11,113,000), respectively. These gains (losses) are insignificant to the operating revenue. Also, the Group takes rigorous and conservative approach toward the foreign currency fund

-90-

management, to mitigate any adverse impact from changed exchange rates. Meanwhile, the information of exchange rates is collect, to fully grasp the trend of exchange rates and ensure the profits, and mitigate the impacts of exchange rate fluctuations on incomes.

The Group’s countermeasures are:

  • (1) Closely communicating with financial institutions, to grasp the movement of exchange rates, for the purpose of adjusting asset positions in foreign currency properly and lowering the foreign exchange risks.

  • (2) Continuously monitoring the movement of USD to grasp the market information, while forecasting the long and short-term movement of exchange rates. If exchange rate fluctuations become wider, the transaction prices may be re-negotiated with clients properly, to mitigate the impacts of exchange rate fluctuations on the revenues and profit of the Company.

  • (3) In the “Regulations Governing the Acquisition and Disposal of Assets,” the regulations to hedge the foreign exchanges are set forth. The products that hedge the risks generated from the Company’s operations shall be selected for trading. The Company operates forward foreign exchanges for the receivables in foreign currencies. The supervisors in charge conducts proper hedge operations with strict controls over the hedged position, to lower the foreign exchange risks.

3. Inflation

In the past, the Group has not been significantly affected by inflation. The quotations to clients are mostly floating with market prices. If any inflation results in the increase of procurement costs, the Company will reflect the price changes of the upstream goods to the cost and quotation when appropriate, to lower the impacts of cost changes on the income of the Company.

  • (II)The company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby, and future mitigation measures

  • The Group has been concentrated on the major business and operated the business with a pragmatic approach. The financial policies are rigorous and conservative as a matter of principle. No high-risk and high-leveraged investment is made.

  • 2.The Company has the “Operating Procedures for Loaning Funds to Others,” the “Operating Procedures for Endorsements/Guarantees,” and the “Regulations Governing the Acquisition and Disposal of Assets” in place. These regulations are adhered to, so the related risks are deemed limited.

  • (III) Research and development work to be carried out in the future, and further expenditures expected for research and developmentwork

  • 1.Application of aluminum alloy: with the energy-saving and environmental friendly trend, we actively develop the aluminum alloy products, such as light-weighted parts of engine, light-weighted parts of chassis, to achieve the goal of light-weighted vehicles.

  • Participation of the development of parts by clients: to maintain the existing clients, and continue developing the parts required for the new vehicle models, such as E Company and other clients.

  • Participation of the development of parts of EGR by the domestic brands of China: cooperating with Chinese domestic brands to design and develop parts jointly, by

-91-

integrating the Group’s experience of design, R&D, production and manufacture, to provide more complete suggestions to clients, such as G Company.

  1. Smart plants:

  2. (1) Replacing manual materials taking and placing by robot arms, to enhance the production efficiency, and lower the impacts from the continuing increasing costs of labor. With the auto measuring system, the outcomes of measures are fed to CNC lathe automatically to adjust the precision. The measured data may be retained for the capacity analysis of production process, to enhance the production efficiency and accuracy.

  3. (2) Progresses of production and inspection may be presented in real-time with the visualized electronic bulletin, to accelerate the management and contingency.

  4. Introducing the application of quick mold changing, for real-time reaction and adjustment of online production process, so that the mixed line production (simultaneous production of different items) and low-inventory trends are satisfied.

  5. (IV) Changes of Government Policies and Regulatory Environment and the Effect on the Company's Financial Status as well as mitigationmeasures

The implementation of the Group’s business is pursuant to the domestic and overseas key policies, laws and regulations, while the trends of domestic and overseas key policies and changes to laws are monitored always. Should there be any changes, lawyers, accountants and other relevant units will be consulted or engaged to evaluate and plan related countermeasures, to respond to the evolving market environment timely with proper countermeasures.

  • (V) ChangesofTechnologyandIndustryandtheEffectontheCompany'sFinancialStatusaswell as mitigationmeasures

For the automobile industry, the global development of technologies and the impacts of addressing environmental friendliness and energy-saving, have driven the automobile industry to intellectual and energy-saving approaches. The developments of full electrical driving, automatic driving, electronic detection (such as tire pressure detector), and better energy-saving (such as better fuel utilization efficiency and light-weighted vehicles) have occurred. The Group shall improve the production processes and invest new equipment to meet the demands of car makers.

Countermeasures:

Except for always grasping the trends and impulses of industry market and technology, the Group also research and plan for the nature, strengths and reliability of products. For the advanced production processes, materials and frameworks, the innovative R&D has been conducted, to provide the most competitive products and services and thus the market share is expanded, as the countermeasures for the dynamic environment of the evolving industry, to introduce new technologies to products from time to time.

  • (VI) Effect of Changes in Corporate Image on the Company's Crisis Management and mitigation measures

The Company stays true to the philosophy of ethical management. Since foundation, the Company has continued to actively strengthen the internal management and improve the capabilities of quality assurance, in order to establish the Company’s corporate image, so that the trust of clients to the Company’s brand is enhanced. Consequently, there has been no such risk.

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  • (VII) Expected Benefits and Potential Risks Associated with any Merger and Acquisitions, and mitigationmeasures

As of the date of publication of the annual report, the Group has not had any M&A plan. If the Company has any M&A plan in the future, the Company will make a careful assessment and consider synergy to ensure shareholders’ interest.

  • (VIII) Expected Benefits and Potential Risks Associated with Expansion of Plants and mitigation measure

In the most recent years and up to the printing date of the annual report, there has been no expansion of plants.

  • (IX) Risks Associated with Concentration of Purchases and Sales and mitigationmeasures

  • Risks Associated with Concentration of Purchases and mitigationmeasures

The major procured materials of the Company is cast iron blanks. The largest supplier of the Company is the World Known Manufacturing Co., Ltd. The main reason is that World Known Manufacturing Co., Ltd has been a supplier to the Group for a long time, with stable delivery time, prices and quality. However, in the recent years, to diversify the concentration risk of procurement, the percentage of procurement from this supplier has been gradually on the decline. The Group also has long-term business relationship with many casting plants, to ensure the stable procurement sources. The Group has good relationships with suppliers, with stable procurement sources and there has no disruption of procurement due to materials shortage.

  1. Risks Associated with Concentration of Sales and mitigationmeasures

Other than the close cooperation with A Company, the Company has obtained trusts from other major brands through the experience of cooperation with other clients and the technology improvement from the production process R&D. In the future, as the benefits from active expansion of new business sources and development of new client base show a gradual decline, the dependence of the Group on one single client is expected to decline continuously and the risk of higher sales weight will be lowered further.

  • (X)PotentialImpactandRiskAssociatedwithBulkTransferofSharesOwnedbyDirectors, Supervisors and Major Shareholders with more than 10% shares,

The Company’s Directors, Supervisors and Major Shareholders with more than 10% shares do not transfer significant numbers of their shares of the Company and management levels do not experience significantchanges

  • (XI) Potential Impact and Risk Associated with Management rights and Company’s mitigation measures

There is no change in the Company’s management rights in the Most Recent Year and as of the date of publication of the annual report.

(XII) Risks Associated with Litigious and Non-litigiousMatters

If any final judgment, important ongoing lawsuit, non-litigation matter or administrative litigation matter in relation to the Directors, Supervisors, general managers, de facto responsible persons of the company, and the major shareholders and affiliated companies with more than 10% of the Company’s shares, may have a significant effect on the company's shareholders' equity or securities price, its fact, claim amount, starting date of legal actions, relevant parties and update of its status

-93-

as of the date of publication of the annual report should be disclosed :None

(XIII) Other Important Risks and Mitigation Measures : None.

G.Other important matters : None.

-94-

VIII.SpecialDisclosure

A.Information Related to the Company’sAffiliates

  • (I) Organizational Chart:

==> picture [469 x 322] intentionally omitted <==

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

World Known MFG (Cayman)
Limited
100% 100% 90%
World Known Precision
Honour Glory WKP HITECH
Industry Co., Ltd.
International Ltd. USA, INC.
(TAIWAN)
(SAMOA) (USA)
100%
World Known Precision
Industry (Fuzhou) Co., Ltd
(CHINA)
----- End of picture text -----

  • (II)Basic Information of Affiliated Companies(As of December 31,2020)
Name Date of
Establishment
Address Paid-in Capital Main Business or
Product Category
World Known
Precision Industry
Co.,Ltd.
2016/11 No. 470,Sec.3,Ya-Tan
Rd.,DayaDist.,Taichun
g City,Taiwan,428
80,000 Precision Metal
processing
Business
Honour Glory
International Ltd.
2003/11 Offshore Chambers,
P.O.Box 217 , Apia,
Samoa
185,728
(USD 6,521)
General
Investment
World Known
Precision Industry
(Fuzhou) Co., Ltd.
2004/1 No. 161, North
Hu-Wen Rd., Wen Wu
Sha Town, Chang-Le
Dist., Fuzhou, Fujian
Prov., China
242,080
(USD 8,500)
Precision Metal
processing
Business
WKP HITECH
USA, INC.
2016/9 1955 Brookfield Court,
Columbus, IN, USA
2,848
(USD100)
General
Investment

Unit:NT$1,000/US$1,000

Note : The amount of NT dollar paid-in capital of each subsidiary is converted at the exchange rate of 28.48 as of December 31, 2020.

-95-

。 (III)The Company is presumed the existence of controllingand subordinate relation: None

  • (IV) Sectors covered by the Group’s Business The man businesses for the affiliated companies of the Group include: General investment; Manufacturing and distribution of energy-saving related products for commercial vehicles powertrain systems such as air disc brakes, brake lining backplates, turbocharger housing and elbows, flywheel housings, rocker lever housings, exhaust manifolds, brackets, spindles, brake system components for wind turbines 。

  • and other components for industry machinery and equipments

  • (V) Name of Directors, Supervisors and General Manager in each Affiliated Company and their Shareshereof.

December 31,2020 Unit:1,000shares
Title
Name of Representative(s)
Holding Company
Shareholding
Shares
%
Chairman
Lu,Huang-Fu
World Known MFG
(Cayman) Limited
8,000
100
General
Manager
Tseng,Kuo-Hsien
Chairman
Hunag,Shih-Hsun
World Known MFG
(Cayman)Limited
6,521
100
Chairman
Lu,Huang-Fu
Honour Glory
International Ltd.
Note
100
General
Manager
Huang,Yu-Ting
Chairman
Lu,Huang-Fu
World Known MFG
(Cayman)Limited
90
90
December 31,2020 Unit:1,000shares
Title
Name of Representative(s)
Holding Company
Shareholding
Shares
%
Chairman
Lu,Huang-Fu
World Known MFG
(Cayman) Limited
8,000
100
General
Manager
Tseng,Kuo-Hsien
Chairman
Hunag,Shih-Hsun
World Known MFG
(Cayman)Limited
6,521
100
Chairman
Lu,Huang-Fu
Honour Glory
International Ltd.
Note
100
General
Manager
Huang,Yu-Ting
Chairman
Lu,Huang-Fu
World Known MFG
(Cayman)Limited
90
90
December 31,2020 Unit:1,000shares
Title
Name of Representative(s)
Holding Company
Shareholding
Shares
%
Chairman
Lu,Huang-Fu
World Known MFG
(Cayman) Limited
8,000
100
General
Manager
Tseng,Kuo-Hsien
Chairman
Hunag,Shih-Hsun
World Known MFG
(Cayman)Limited
6,521
100
Chairman
Lu,Huang-Fu
Honour Glory
International Ltd.
Note
100
General
Manager
Huang,Yu-Ting
Chairman
Lu,Huang-Fu
World Known MFG
(Cayman)Limited
90
90
December 31,2020 Unit:1,000shares
Title
Name of Representative(s)
Holding Company
Shareholding
Shares
%
Chairman
Lu,Huang-Fu
World Known MFG
(Cayman) Limited
8,000
100
General
Manager
Tseng,Kuo-Hsien
Chairman
Hunag,Shih-Hsun
World Known MFG
(Cayman)Limited
6,521
100
Chairman
Lu,Huang-Fu
Honour Glory
International Ltd.
Note
100
General
Manager
Huang,Yu-Ting
Chairman
Lu,Huang-Fu
World Known MFG
(Cayman)Limited
90
90
December 31,2020 Unit:1,000shares
Title
Name of Representative(s)
Holding Company
Shareholding
Shares
%
Chairman
Lu,Huang-Fu
World Known MFG
(Cayman) Limited
8,000
100
General
Manager
Tseng,Kuo-Hsien
Chairman
Hunag,Shih-Hsun
World Known MFG
(Cayman)Limited
6,521
100
Chairman
Lu,Huang-Fu
Honour Glory
International Ltd.
Note
100
General
Manager
Huang,Yu-Ting
Chairman
Lu,Huang-Fu
World Known MFG
(Cayman)Limited
90
90
Company Title Name of Representative(s) Holding Company Shareholding
Shares %
World Known
Precision Industry
Co., Ltd.
Chairman Lu,Huang-Fu World Known MFG
(Cayman) Limited
8,000 100
General
Manager
Tseng,Kuo-Hsien
Honour Glory
International Ltd.
Chairman Hunag,Shih-Hsun World Known MFG
(Cayman)Limited
6,521 100
World Known
Precision Industry
(Fuzhou) Co., Ltd.
Chairman Lu,Huang-Fu Honour Glory
International Ltd.
Note 100
General
Manager
Huang,Yu-Ting
WKP HITECH USA,
INC.
Chairman Lu,Huang-Fu World Known MFG
(Cayman)Limited
90 90

Note:These Companies are limited companies without issuance of shares

  • (VI) Financial Status and Operational Performance of Every Affliated Companies (As of December 31,2020)
(VI) Financial Status and Operational Performance
December 31,2020)
(VI) Financial Status and Operational Performance
December 31,2020)
(VI) Financial Status and Operational Performance
December 31,2020)
(VI) Financial Status and Operational Performance
December 31,2020)
(VI) Financial Status and Operational Performance
December 31,2020)
of Every Affliated Companies (As of of Every Affliated Companies (As of of Every Affliated Companies (As of of Every Affliated Companies (As of
Unit:NT$1,000;forigen currency1,000
Operating
Revenue
Operating
Net Profit
Current
profit and
loss
EPS
(NT$)
317,552
638
1,318
0.16

USD
(1)
USD
3,152
USD 0.48
RMB
128,818
RMB
23,116
RMB
21,746
Note



0
Company Capital Total
Assets
Total
Liabilities
Net
Worth
Operating
Revenue
Operating
Net Profit
Current
profit and
loss
EPS
(NT$)
World Known
Precision
Industry Co.,Ltd.
80,000 279,364 181,781 97,583 317,552 638 1,318 0.16
Honour Glory
International Ltd.
USD
6,521

USD
23,896
USD
137
USD
23,759
USD
(1)
USD
3,152
USD 0.48
World
Known
Precision
Industry
(Fuzhou)
Co.,Ltd.
USD
8,500

RMB
210,182
RMB
55,620
RMB
154,562
RMB
128,818
RMB
23,116
RMB
21,746
Note
WKP HITECH
USA, INC.
USD
100
USD
98
USD
98
0

Note:These Companies are limited companies without issuance of shares.

(VII) Consolidated Financial Statements

The Foreign Company needn’t prepare consolidated financial statements, which are set out in the Chapter Five of the IFRS. For the Company’s consolidated financial statement, 。 please refer to Consolidated Financial Statements Independent Auditors’ Report

(VIII) RelationReport : N/A.

-96-

  • B.Transaction about the company’s private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annualreport

  • None.

  • C.Holding or disposal of shares in the company by the company's subsidiaries during the most recent fiscal year or during the current fiscal year up to the date of publication of the annualreport

  • None.

  • D.Other matters that require supplementary explanations

None.

  • E.Any matters listed in Subparagraph2, Paragraph 3, Article 36 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred in the most recent fiscal year and as of the dateofpublication of the annual report, such situations:None.

-97-

Appendix

1

Stock Code:4581

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and Subsidiaries

Consolidated Financial Statements

With Independent Auditors’ Report For the Years Ended December 31, 2020 and 2019

Address: The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KYI-1208,Cayman Islands. Telephone: 886-4-2567-7958

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Independent Auditors’ Report
4. Consolidated Balance Sheets
5. Consolidated Statements of Comprehensive Income
6. Consolidated Statements of Changes in Equity
7. Consolidated Statements of Cash Flows
8. Notes to the Consolidated Financial Statements
(1)
Company history
(2)
Approval date and procedures of the consolidated financial statements
(3)
New standards, amendments and interpretations adopted
(4)
Summary of significant accounting policies
(5)
Significant accounting assumptions and judgments, and major sources
of estimation uncertainty
(6)
Explanation of significant accounts
(7)
Related-party transactions
(8)
Pledged assets
(9)
Commitments and contingencies
(10) Losses Due to Major Disasters
(11) Subsequent Events
(12) Other
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in mainland China
(d) Major shareholders
(14) Segment information
Page
1
2
3
4
5
6
7
8
8
810
1024
2425
2549
5051
52
52
52
52
52
5354
54
55
55
5657

3

Independent Auditors’ Report

To the Board of Directors of World Known MFG (Cayman) Limited:

Opinion

We have audited the consolidated financial statements of World Known MFG (Cayman) Limited (the ” Company”) and its subsidiaries (the” Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

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

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China for year 2020; we conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Enforcement letter FinancialSupervisory-Securities-Auditing-1090360805 and the auditing standards generally accepted in the Republic of China for year 2019. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

  1. Appropriateness of Revenue Recognition Timing

Please refer to Note 4(m) to the consolidated financial statements for accounting policy of revenue recognition, and Note 6(t) for explanation of revenue recognition.

3-1

Description of key audit matter:

Revenue is the key performance indicator for evaluating the performance of the financial and operation of the Group. In addition, revenue is recognized when the control in each individual contract with customers is transferred. The Company recognizes revenue depending on the various sales terms in each individual contract with customers to ensure the significant risks and rewards of ownership have been transferred. Therefore, the revenue recognition is one of the key audit matters in our audit.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included assessing and testing the Group’s internal controls surrounding revenue recognition; conducting customer trend analysis to assess the existence of any significant exception; on a sample basis, inspecting contracts with customers or customers’ orders, and assessing whether the accounting treatment of the related contracts is applied appropriately, and performing test of details on sales to assess the existence, accuracy and appropriateness of revenue recognition, and performing sales cut-off test of a period before and after the financial position date by vouching related document of sales transactions to determine whether revenue have been appropriately recognized.

2. Inventory Valuation

Please refer to Note 4(h) to the consolidated financial statements for accounting policy of inventory; Note 5(b) for accounting estimations and assumptions of valuation of inventory, and Note 6(e) for explanation of valuation of inventory.

Description of key audit matter:

The Group’s belongs to precision machining of castings industry. The Group’s inventories are measured at the lower of cost and net realizable value. However, the cost of inventory might exceed its net realizable value due to the rapid advancement of technology and the changes in market demand. Therefore, inventory evaluation is one of our key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures, included reasonable assessing the Group’ s allowance amount of inventory according to its characteristic; conducting sampling to examine accuracy of inventory aging; examine whether the Group has conduct accounting policy of inventory valuation; compare and examine past allowance method of inventory with current year, to confirm whether the assumption of allowance of inventory method are in appropriate.

3. Accounts Receivable Valuation

Please refer to Note 4(g) to the consolidated financial statements for accounting policy of assessment of accounts receivable impairment; Note 5(a) to the consolidated financial statements for accounting estimations and assumptions of assessment of accounts receivable, and Note 6(c) to the consolidated financial statements for impairment of accounts receivable.

Description of key audit matter:

The Group’ s accounts receivable are concentrate within certain customers. Allowance evaluation on accounts receivable contains management’ s subjective judgment. Therefore, the assessment on accounts receivable is one of our key audit matters.

3-2

How the matter was addressed in our audit:

In relation to the key audit matter above, our audit procedure included reasonable assessing the group’s allowance amount of accounts receivable according to its characteristic; analyze the aging report of accounts receivable, receive records and customers’ credit risk concentration. Assessed whether the estimation method and the amount of the allowance of accounts receivable this period present fairly.

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

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

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

Those charged with governance (including the supervisors) are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

3-3

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

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

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Hsueh, Chen and Tsu-Hsin, Chang.

KPMG

Taipei, Taiwan (Republic of China) March 24, 2021

Notes to Readers

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

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

4

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and Subsidiaries

Consolidated Balance Sheets

December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1150
Notes receivables, net (note 6(c))
1170
Accounts receivable, net (note 6(c))
1180
Accounts receivable due from related parties, net (note 6(c) and 7)
1200
Other receivables (note 6(d))
1210
Other receivables from related parties (note 6(d) and 7)
1220
Current tax assets
1310
Inventories (note 6(e))
1476
Other financial assets - current (note 6(i) and 8)
1470
Other current assets (note 6(i))
Non-current assets:
1541
Non-current financial assets at amortized cost (note 6(b))
1600
Property, plant and equipment (note 6(f) and 8)
1755
Right-of-use assets (note 6(g) and 8)
1780
Intangible assets (note 6(h))
1840
Deferred income tax assets (note 6(p))
1900
Other non-current assets (note 6(i))
Total assets
December 31, 2020
Amount
%
$ 281,626
21
17,585
1
134,858
10
17
-
14,319
1
98
-
315
-
218,692
17
34,176
3
10,105
1
711,791
54
262,622
20
269,694
20
70,204
5
10,265
1
1,024
-
3,734
-
617,543
46
$
1,329,334
100
December 31, 2019
Amount
%
351,402
31
10,931
1
132,280
11
6
-
11,112
1
98
-
315
-
225,057
20
-
-
12,189
1
743,390
65
-
-
316,550
27
78,330
7
6,513
1
1,359
-
2,209
-
404,961
35
1,148,351
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(j) and 8)
2130
Current contract liabilities(note 6(t))
2170
Accounts payable
2180
Accounts payable to related parties (note 7)
2200
Other payables (note 6(k) and (o))
2220
Other payables to related parties (note 7)
2230
Current income tax liabilities
2280
Current lease liabilities (note 6(n) and 7)
2300
Other current liabilities (note 6(l))
2322
Long-term borrowings, current portion (note 6(m) and 8)
Non-Current liabilities:
2540
Long-term borrowings (note 6(m) and 8)
2580
Non-current lease liabilities (note 6(n) and 7)
Total liabilities
Equity attributable to owners of parent: (note 6(q))
3100
Capital stock
3211
Capital surplus
3300
Retained earnings
3400
Other equity
Total equity attributable to owners of parent:
36XX
Non-controlling interests
Total equity attributable to owners of parent
Total liabilities and equity
December 31, 2020 December 31, 2020 December 31, 2019
Amount
%
35,000
3
682
-
101,173
9
42,798
3
115,368
10
2,556
-
33,012
3
7,041
1
6,916
1
5,149
-
349,695
30
2,391
-
51,593
5
53,984
5
403,679
35
300,000
26
216,423
19
255,975
22
(28,021)
(2)
744,377
65
295
-
744,672
65
1,148,351
100
Amount %

See accompanying notes to consolidated financial statements.

5

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and Subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

4000
Operating revenue(note 6(t) and 7)
5000
Operating costs(note6(e), (h), (o) and 7)
5900
Gross profit from operations
6000
Operating expenses(note6(c), (h), (o), (u) and 7):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Impairment (reversal gain) loss determined in accordance with IFRS 9
6900
Net operating income
7000
Non-operating income and expenses(note 6(f), (n) and (v)) :
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7900
Profit before income tax
7950
Income tax expenses (note 6(p))
Profit
8300
Other comprehensive income:
8310
Components of other comprehensive income (loss) that will not be
reclassified to profit or loss
8341
Exchange differences on translation of foreign financial statements
8349
Income tax related to components of other comprehensive income that
will not be reclassified to profit or loss
8360
Components of other comprehensive income (loss) that will be
reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
8399
Income tax related to components of other comprehensive income that
will be reclassified to profit or loss
8300
Other comprehensive income (loss) for the period, net of tax
8500
Total comprehensive income for the period
Profit (loss) attributable to:
8610
Owners of parent
8620
Non-controlling interests
Comprehensive income (loss) attributable to:
8710
Owners of parent
8720
Non-controlling interests
Earnings per share (NT dollars) (Note 6(s))
9750
Basic earnings per share
9850
Diluted earnings per share
2020
Amount
%
$ 863,749
100
661,949
77
201,800
23
39,741
4
65,715
8
18,754
2
(1,249)
-
122,961
14
78,839
9
7,962
1
13,170
1
(11,175)
(1)
(1,987)
-
7,970
1
86,809
10
18,244
2
68,565
8
(43,456)
(5)
-
-
(43,456)
(5)
48,796
6
-
-
48,796
6
5,340
1
$
73,905
9
$ 68,566
8
(1)
-
$
68,565
8
$ 73,920
9
(15)
-
$
73,905
9
$
2.06
$
2.06
2019
Amount
%
1,035,899
100
768,598
74
267,301
26
48,122
4
88,205
9
19,697
2
269
-
156,293
15
111,008
11
1,145
-
14,790
1
138
-
(1,591)
-
14,482
1
125,490
12
32,419
3
93,071
9
(18,319)
(2)
-
-
(18,319)
(2)
(3,207)
-
-
-
(3,207)
-
(21,526)
(2)
71,545
7
92,821
9
250
-
93,071
9
71,511
7
34
-
71,545
7
3.09
3.09

See accompanying notes to consolidated financial statements.

6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) World Known MFG (Cayman) Limited and Subsidiaries

Consolidated Statements of Changes in Equity For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent

Balance at January 1, 2019
Appropriation and distribution of retained earnings:
Cash dividends of ordinary shares
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Balance at December 31, 2019
Balance at January 1, 2020
Appropriation and distribution of retained earnings:
Legal reserve
Special reserve
Cash dividends of ordinary shares
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Capital increase by cash
Employee share options-compensation cost
Balance at December 31, 2020
Capital Stock Capital surplus Capital surplus Retained earnings Retained earnings Retained earnings Other equity
interest
Total equity
attributable to
owners of parent
Total equity
attributable to
owners of parent
Non-controlling
interests
Non-controlling
interests
Total equity
718,127
(45,000)
(45,000)
93,071
(21,526)
71,545
744,672
744,672
-
-
(101,697)
(101,697)
68,565
5,340
73,905
156,720
212
873,812
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
Total
Exchange
differences on
translation of
foreign financial
statements
$
300,000
-
-
-
-
-
$
300,000
$ 300,000
-
-
-
-
-
-
-
38,990
-
$
338,990
216,423 - - 208,154 208,154 (6,711)
-
-
-
(21,310)
(21,310)
(28,021)
(28,021)
-
-
-
-
-
5,355
5,355
-
-
(22,666)
717,866 261
-
-
250
(216)
34
295
295
-
-
-
-
(1)
(15)
(16)
-
-
279
- - -
- - -
-
-
-
-
-
-
- - -
216,423
216,423
-
-
-
-
-
-
-
9,282
-
-
-
28,021
-
- 9,282 28,021
-
-
-
-
-
-
- - -
117,730
212
-
-
-
-
334,365 9,282 28,021

See accompanying notes to consolidated financial statements.

7

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

World Known MFG (Cayman) Limited and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit from continuing operations before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expect (reversal of impairment loss) credit loss recognized on accounts receivable
Interest expense
Interest income
Employee share options-compensation cost
Loss (gain) on disposal of property, plant and equipment
Allowance for inventory valuation and obsolescence loss
Impairment reversal gain on non-financial assets
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Changes in operating assets:
Increase in notes receivable
Increase (decrease) in accounts receivable
Increase (decrease) in accounts receivable from related parties
Increase (decrease) in other receivables
Decrease in other receivable from related parties
Decrease in inventories
Decrease in prepayments
Decrease in other current assets
Total changes in operating assets
Changes in operating liabilities:
Increase (decrease) in current contract liabilities
Increase (decrease) in accounts payable
Decrease in accounts payable to related parties
Decrease in other payables
(Decrease) increase in other payables to related parties
(Decrease) increase in other current liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of other financial assets
Acquisition of financial assets at amortized cost
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in payments for business facilities
Decrease (increase) in refundable deposits
Increase in non-current assets
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term borrowings
Decrease in short-term loans borrowings
Proceeds from long-term borrowings
Repayments of lease liabilities
Capital increase by cash
Cash dividends paid
Net cash flows from (used in) investing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2020
$ 86,809
66,345
2,825
(1,249)
1,987
(7,962)
212
62
5,212
-
67,432
(6,654)
(1,329)
(11)
(3,207)
-
1,153
1,223
861
(7,964)
962
41,023
(19,984)
(1,139)
(653)
(1,862)
18,347
10,383
164,624
7,962
(1,995)
(22,850)
147,741
(34,176)
(262,622)
(11,859)
69
(6,529)
(1,355)
484
(654)
(316,642)
158,522
(105,000)
(5,149)
(7,099)
156,720
(101,697)
96,297
2,828
(69,776)
351,402
$
281,626
2019
125,490
70,519
2,726
269
1,591
(1,145)
-
(366)
6,688
(1,589)
78,693
(424)
46,320
2
8,976
76
19,216
4,037
2,257
80,460
(6,802)
(66,603)
(1,344)
(6,069)
1,902
2,231
(76,685)
3,775
207,958
1,145
(1,573)
(46,218)
161,312
-
-
(62,707)
738
(3,979)
-
(1,477)
(542)
(67,967)
85,000
(60,000)
(5,148)
(5,731)
-
(45,000)
(30,879)
(12,110)
50,356
301,046
351,402

See accompanying notes to consolidated financial statements.

8

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) World Known MFG (Cayman) Limited and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020 and 2019

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

(1) Company history

World Known MFG (Cayman) Limited (the “ Company” ) was established in the Cayman Islands in November 2015. The main purpose of the establishment was to restructure its group entities for application to list on Taiwan Stock Exchange (“TWSE”) in the Republic of China. The Company become the holding company of Honour Glory International Ltd. (“Honour”) by using acquisition of shares for cash and share swaps with previous shareholders of Honour to restructure the group. The Company’ s shares have been listed and traded on the TWSE since March 9, 2020. The Company and its subsidiaries (together referred to as the “Group”) is primarily involved in the manufacturing and selling the energysaving and carbon-reducing parts of commercial vehicle engine, ADB calipers, rear panels of brake pad, bend pipes and accessories of turbocharger, cases of flywheel, cases of swing arms, exhaust manifolds, braces, core shafts, parts for braking system of wind power generator and processed products of machinery parts for various industries.

(2) Approval date and procedures of the consolidated financial statements

These consolidated financial statements were authorized for issue by the Board of Directors on March 24, 2021.

(3) New standards, amendments and interpretations adopted:

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

The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2020:

  • ●Amendments to IFRS 3 “Definition of a Business”

  • ●Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”

  • ●Amendments to IAS 1 and IAS 8 “Definition of Material”

  • ●Amendments to IFRS 16 “COVID-19-Related Rent Concessions”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its consolidated financial statements:

  • ●Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • ●Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform Phase 2”

(Continued)

9

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

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

The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or
Interpretations
Amendments to IAS 1
“Classification of Liabilities as
Current or Non-current”
Amendments to IAS 16
“Property, Plant and
EquipmenttProceeds before
Intended Use”
Amendments to IAS 37
“Onerous ContractsCost of
Fulfilling a Contract”
Content of amendment
Effective date per
IASB
The amendments aim to promote consistency
in applying the requirements by helping
companies
determine
whether,
in
the
statement of balance sheet, debt and other
liabilities with an uncertain settlement date
should be classified as current (due or
potentially due to be settled within one year)
or non-current.
The amendments include clarifying the
classification
requirements
for
debt
a
company might settle by converting it into
equity.
January 1, 2023
The amendments prohibit a company from
deducting from the cost of property, plant
and equipment amounts received from
selling items produced while the company is
preparing the asset for its intended use.
Instead, a company will recognize such sales
proceeds and related cost in profit or loss.
January 1, 2022
The amendments clarify that the ‘ costs of
fulfilling a contract’ comprises the costs that
relate directly to the contract as follows:
●the incremental costs – e.g. direct labor
and materials; and
●an allocation of other direct costs – e.g. an
allocation of the depreciation charge for
an item of property, plant and equipment
used in fulfilling the contract.
January 1, 2022

The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.

(Continued)

10

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

  • ●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • ●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

  • ●Annual Improvements to IFRS Standards 2018-2020

  • ●Amendments to IFRS 3 “Reference to the Conceptual Framework”

(4) Summary of significant accounting policies

The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations” ) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed by the Financial Supervisory Commission, R.O.C.

(b) Basis of preparation

  • (i) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis.

  • (ii) Functional and presentation currency

The Company’s functional currency is United States Dollar(USD). However, to be consistent with the Group, which is listed in the stock market in Taiwan, the operation results and the financial information are translated into and presented in NTD at the reporting date according to IAS21. Consolidated balance sheet is translated into the presentation currency at the exchange rates at the reporting date; Consolidated statement of comprehensive income is translated at the average exchange rate for the current year. Capital transactions and other equity items are translated at the exchange rate at the transaction date, from which the exchange differences are recognized in other comprehensive income. The financial information presented in NTD is expressed in thousands of NTD. The exchange rate for USD to NTD on December 31, 2020 and 2019 are 28.48 and 29.98, respectively. The average exchange rate for USD to NTD for the year 2020 and 2019 is 29.5332 and 30.911, respectively.

As of December 31, 2020 and 2019, the accumulated exchange loss arisen from the conversion from USD, the functional currency, to NTD, the presentation currency, are $(71,669) thousand and $(28,213) thousand.

(Continued)

11

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(c) Basis of consolidation

(i) Principle of preparation of the consolidated financial statements

The consolidated financial statements comprised of the Company and subsidiaries. Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which the control ceases. Intra group balances and transactions, and any unrealized income and expenses arising from intra group transactions, are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the noncontrolling interests having a deficit balance.

The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances.

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Group will attribute it to the owners of the parent.

  • (ii) List of subsidiaries in the consolidated financial statements
Name of investor
The Company
The Company
The Company
Honour
Honour
Name of subsidiary
Honour Glory International Ltd. (Honour)
World Known Precision Industry Co., Ltd.
(WKPT)
WKP HITECH USA, INC. (WKP USA)
Fullmoon Corp. (Fullmoon)
World Known Precision Industry (Fuzhou)
Co., Ltd. (WKPF)
Quick Express Co.,Ltd. (Quick)
Principal activity
Investing and holding
Precision Metalworking
Merchandise trading
Merchandise trading
Precision Metalworking
Merchandise trading
Share holding
December31,
2020
December31,
2019
100%
100%
100 %
100%
90%
90%
-
100%
Note 2
100 %
100 %
-
-
Note 1

Note 1: Quick was substantive related parties, and the Group's sales through it. Therefore, Quick was included in the group structure. In addition, Quick completed the dissolution in May 2019.

Note 2: Fullmoon went out of business upon the resolution of the Board of Directors on November 12, 2019, and completed the dissolution on December 2, 2019.

(iii) Subsidiaries excluded from the consolidation financial statements: None.

(Continued)

12

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(d) Foreign currency

(i) Foreign currency transaction

Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date.

Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

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

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

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

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

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interest. When the Group disposes only part of its investment in an associate of joint venture that includes a foreign operation while retaining significant or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

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

(Continued)

13

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

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

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

  • (i) It is expected to be realized, or intended to be sold or consumed, in its normal operating cycle;

  • (ii) It is hold primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent (as defined in IAS 7), unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

  • (i) It is expected to settle in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

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

(f) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

(g) Financial instruments

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

(Continued)

14

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

1) Financial assets measured at amortized cost

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

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

  • it is contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

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

  • 2) Impairment of financial assets

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

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

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

  • other debt securities and bank balances for which the credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for accounts receivable and contract assets are always measured at an amount equal to lifetime ECL.

(Continued)

15

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

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

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 90 days past due.

The Group considers a financial asset to be in default when the financial asset is more than 120 days (the Group from Taiwan) and 180 days (the Group from China) past due or the debtor is unlikely to fully pay its credit obligations to the Group in full.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs resulting from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

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

At each reporting date, the Group assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data

  • significant financial difficulty of the borrower or issuer

  • a breach of contract such as a default or being more than 360 days past due

  • the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider

  • it is probable that the borrower will enter bankruptcy or other financial reorganization or

  • the disappearance of an active market for a security because of financial difficulties.

(Continued)

16

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

3)

Derecognition of financial assets

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

The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

  • (ii) Financial liabilities and equity instrument

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Financial liabilities

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

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

(Continued)

17

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

4) Derecognition of financial liabilities

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

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

5) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

(h) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted-average method and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(i) Property, plant and equipment

  • (i) Recognition and measurement

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

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

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

(ii) Subsequent cost

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

(Continued)

18

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(iii) Depreciation

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

Land is not depreciated.

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

1) Buildings and structures 2 ~ 20 years
2) Machinery and equipment 1 ~ 10 years
3) Office equipment 1 ~ 10 years
4) Transportation equipment 1 ~ 10 years
5) Other equipment 1 ~ 20 years

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

(j) Leases

  • (i) Identifying a lease

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

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

  • 2) the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • 3) the customer has the right to direct the use of the asset throughout the period of use only if either:

  • the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or

  • the relevant decisions about how and for what purpose the asset is used are predetermined and:

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

    • the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.

(Continued)

19

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(ii) As a lessee

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

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

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

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

  • fixed payments, including in-substance fixed payments;

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

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

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

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

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

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

  • there is a change of its assessment on whether it will exercise an option to purchase the underlying asset;

  • there is a change in the lease term resulting from a change of its assessment on whether it will exercise an extension or termination option;

  • there are any lease modifications.

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

(Continued)

20

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

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

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

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

(iii) As a lessor

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

(k) Intangible assets

(i) Recognition and measurement

Goodwill arising on the acquisition of subsidiaries is measured at cost, less accumulated impairment losses.

Expenditure on research activities is recognized in profit or loss as incurred.

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

Other intangible assets are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

(ii) Subsequent expenditure

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

(Continued)

21

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(iii) Amortization

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

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

Computer software 1~10 years

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

(l) Impairment of non-financial assets

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

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

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

(m) Revenue from contracts with customers

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

(Continued)

22

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(i) Sale of goods

The Group manufactures and sells processed products of machinery parts for various industries. The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’ s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

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

(ii) Financing components

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

(n) Employee benefits

(i) Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Pension funds are recognized according to the labor regulations of the People’s Republic of China , these obligations should be recognized as expense in the period they occurred.

(ii) Short-term employee benefits

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

(o) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year, and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables is the best estimate of the tax amount expected to be paid or received that it is measured using tax rates enacted or substantively enacted at the reporting date.

(Continued)

23

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  • (iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intends to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

(p) Business combination

The Company accounts for business combinations using the acquisition method. The goodwill arising from an acquisition is measured as the excess of (i) the consideration transferred (which is generally measured at fair value) and (ii) the amount of non-controlling interest in the acquiree, both over the identifiable net assets acquired at the acquisition date. If the amount calculated above is a deficit balance, the Group recognized that amount as a gain on a bargain purchase in profit or loss immediately after reassessing whether it has correctly identified all of the assets acquired and all of the liabilities assumed.

All acquisition-related transaction costs are expensed as incurred, except for the issuance of debt or equity instruments.

(Continued)

24

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

For each business combination, the Group measures any noncontrolling interests in the acquiree either at fair value or at the noncontrolling interest’ s proportionate share of the acquiree’ s identifiable net assets, if the noncontrolling interests are present ownership interests and entitle their holders to a proportionate share of the acquire’ s net assets in the event of liquidation. Other components of noncontrolling interests are measured at their acquisition-date fair values, unless another measurement basis is required by the IFRSs endorsed by the FSC.

(q) Earnings per share

The Group discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share are calculated as the profit attributable to ordinary shareholders of the Company, divided by the weighted-average number of ordinary shares outstanding. Diluted earnings per share are calculated as the profit attributable to ordinary shareholders of the Company, divided by the weighted-average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.

(r) Operating segments

An operating segment is a component of the Group that engages in business activities from which it may incur revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty

The preparation of the consolidated financial statements in conformity with the Regulations and the IFRSs endorsed by the FSC requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows. Those assumptions and estimation have been updated to reflect the impact of COVID-19 pandemic:

(a) The loss allowance of accounts receivable

The Group has estimated the loss allowance of accounts receivable that is based on the risk of a default occurring and the rate of expected credit loss. The Group has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating the impairments and the selected inputs. For relevant assumptions and input values, please refer to note 6(c).

(Continued)

25

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(b) Valuation of inventories

As inventories are stated at the lower of cost or net realizable value, the Group estimates the net realizable value of inventories for obsolescence and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be significant changes in the net realizable value of inventories. Please refer to note 6(e) for further description of the valuation of inventories.

(6) Explanation of significant accounts

(a) Cash and cash equivalents

Petty cash and cash on hand
Demand deposits
Check deposits
Time deposits
Cash and cash equivalents in the consolidated
statement of cash flows
December 31,
2020
$ 176
270,134
11,316
-
$
281,626
December 31,
2019
221
292,424
7,791
50,966
351,402

Please refer to note 6(w) for the exchange rate risk and sensitivity analysis of the financial assets and liabilities of the Group.

(b) Financial assets measured at amortized cost

Foreign certificates of deposit December 31,
2020
$
262,622
December 31,
2019
-

The Group has assessed that these financial assets are held-to-maturity to collect contractual cash flows, which consist solely of payments of principal and interest on principal amount outstanding. Therefore, these investments were classified as financial assets measured at amortized cost. For credit risk, please refer to note 6(w).

(Continued)

26

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(c) Notes and accounts receivable (including related parties)

Notes receivable from operating activities
Accounts receivable-measured as amortized cost
Accounts receivable from related parties-measured as
amortized cost
Less: Loss allowance
December 31,
2020
$ 17,585
140,161
17
(5,303)
$
134,875
December 31,
2019
10,931
138,751
6
(6,471)
132,286
  • 1.The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, accounts receivable has been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information.

  • 2.The loss allowance provision in China was determined as follows:

Current
1 to 90 days past due
91 to 180 days past due
More than 181 days past due
Current
1 to 90 days past due
91 to 180 days past due
More than 181 days past due
December 31, 2020 December 31, 2020 December 31, 2020 Loss allowance
provision
Gross carrying
amount
3,970
786
131
30
4,917
Loss allowance
provision
Gross carrying
amount
Weighted-
average loss rate
%
1.03
%
16.39
%
60.87
%
100
$ 85,891
12,120
1,156
1,262
$
100,429
883
1,987
704
1,262
4,836

(Continued)

27

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

3.The loss allowance provision in Taiwan was determined as follows:

Current
1 to 90 days past due
91 to 120 days past due
More than 121 days past due
Current
1 to 90 days past due
91 to 120 days past due
More than 121 days past due
December 31, 2020 December 31, 2020 Loss allowance
provision
Gross carrying
amount
Weighted-
average loss rate
$ 49,064
%
0.39
836
%
14.52
-
-
72
%
100
$
49,972
December 31, 2019
193
121
-
72
386
Loss allowance
provision
Weighted-
average loss rate
%
0.30
%
8.75
%
88.52
%
100
143
73
1,419
-
1,635
  • 4.The movement in the allowance for notes and accounts receivable were as follows:
Balance at January 1
Impairment loss recognized (reversed)
Foreign exchange gains/(losses)
Balance at December 31
For the years ended December 31,
2020
$ 6,471
(1,249)
81
$
5,303
2019
6,390
269
(188)
6,471
  • 5.The notes and accounts receivable of the Group had not been pledged as collateral as of December 31, 2020 and 2019.

  • 6.For further credit risk and exchange rate risk information, please refer to note 6(w).

(d) Other receivables

Other receivables
Other receivables-Related parties
December 31,
2020
$ 14,319
98
$
14,417
December 31,
2019
11,112
98
11,210

None of the other receivables of the Group has past due as of December 31, 2020 and 2019. There is no impairment recognized in year ended December 31, 2020 and 2019.

For further credit risk information, please refer to note 6(w).

(Continued)

28

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(e) Inventories

ntories
Finished goods
Work in progress
Raw materials
Supplies
December 31,
2020
$ 127,967
52,478
30,782
7,465
$
218,692
December 31,
2019
143,937
49,680
22,231
9,209
225,057

The details of inventory loss (profit) were as follows

Inventory valuation and obsolescence loss
Loss of inventory shortage
Loss on disposal of inventory
Gain on disposal of leftover bits and pieces
Operating costs recognized
For the year ended December 31,
2020
2019
$ 5,212
6,688
(3)
176
78
354
(4,021)
(7,177)
$
1,266
41
2020
$ 5,212
(3)
78
(4,021)
$
1,266

As of December 31, 2020 and 2019, the Group did not provide any inventories as collateral for its loans.

(f) Property, plant and equipment

The cost, depreciation, and impairment of the property, plant and equipment of the Group in 2020 and 2019, were as follows:

Office
equipment
Building and Machinery and Transportation and other Construction
construction equipment equipment facilities in progress Total
Cost or deemed cost:
Balance on January 1, 2020 $ 152,094 467,115 8,850 53,363 - 681,422
Additions 983 5,125 - 2,601 - 8,709
Disposal (7,533) (5,102) (39) (127) - (12,801)
Reclassification - - - - - -
Effect of movements
in exchange rates 2,256 5,752 85 603 - 8,696
Balance on December 31, 2020 $ 147,800 472,890 8,896 56,440 - 686,026
Balance on January 1,2019 $ 150,046 466,377 7,641 38,350 178 662,592
Additions 10,854 10,247 1,548 15,596 - 38,245
Disposal (3,423) (1,500) (140) (441) - (5,504)
Reclassification 178 5,325 - 1,150 (178) 6,475
Effect of movements
in exchange rates (5,561) (13,334) (199) (1,292) - (20,386)
Balance on December 31, 2019 $ 152,094 467,115 8,850 53,363 - 681,422

(Continued)

29

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

Depreciation and impairment loss:
Balance on January 1,2020
Depreciation for the year
Disposal
Reclassification
Reversal of impairment loss
Effect of movements
in exchange rates
Balance on December 31, 2020
Balance on January 1, 2019
Depreciation for the year
Disposal
Reclassification
Impairment loss
Effect of movements in exchange rates
Balance on December 31, 2019
Carrying amounts:
Balance on December 31, 2020
Balance on January 1, 2019
Balance on December 31,2019
Building and
construction
Machinery and
equipment
Transportation
equipment
Office
equipment
and other
facilities
Construction
inprogress
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
178
-
Total
364,872
58,316
(12,670)
-
-
5,814
416,332
319,763
63,835
(5,132)
-
(1,589)
(12,005)
364,872
269,694
342,829
316,550

(i) Impairment loss and subsequent reversal

Impaired equipment has been disposed and reused during the year ended December 31, 2019, therefore, reversal of impairment loss $1,589 thousand has been recognized, please refer to note 6 (v).

(ii) Collateral

As of December 31, 2020 and 2019, the property, plant and equipment of the Group had been pledged as collateral for borrowings, please refer to note 8.

(g) Right-of-use assets

The Group leases many assets including land and buildings. Information about leases for which the Group as a lessee was presented below:

Cost:
Balance at January 1, 2020
Effect of movement in exchange rate
Balance at December 31, 2020
Balance at January 1, 2019
Effects of retrospective application
Effect of movement in exchange rate
Balance at December 31, 2019
Land
$ 20,630
345
$
20,975
$ -
21,430
(800)
$
20,630
Buildings and
construction
64,343
(494)
63,849
-
64,899
(556)
64,343
Total
84,973
(149)
84,824
-
86,329
(1,356)
84,973

(Continued)

30

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

Land
Accumulated depreciation and impairment
losses:
Balance at January 1, 2020
$ 525
Depreciation for the year
522
Effect of movement in exchange rate
20
Balance at December 31, 2020
$
1,067
Balance at January 1, 2019
$ -
Depreciation for the year
545
Effect of movement in exchange rate
(20)
Balance at December 31, 2019
$
525
Carrying amount:
Balance at December 31, 2020
$
19,908
Balance at January 1, 2019
$
-
Balance at December 31, 2019
$
20,105
Buildings and
construction
6,118
7,507
(72)
13,553
-
6,139
(21)
6,118
50,296
-
58,225
Total
6,643
8,029
(52)
14,620
-
6,684
(41)
6,643
70,204
-
78,330

As of December 31, 2020, the right-of-use assets of the Group had been pledged as collateral for borrowings, please refer to note 8.

(h) Intangible assets

The costs and amortization of the intangible assets of Group in 2020 and 2019 were as follows:

Costs:
Balance at January 1, 2020
Additions
Disposals
Effect of movement in exchange rates
Balance at December 31,2020
Balance at January 1, 2019
Additions
Effect of movement in exchange rates
Balance at December 31,2019
Amortization and impairment Loss:
Balance at January 1, 2020
Amortization for the year
Disposals
Effect of movement in exchange rates
Balance at December 31, 2020
Balance at January 1, 2019
Amortization for the year
Effect of movement in exchange rates
Balance at December 31, 2019
Computer
Software
$ 12,540
6,529
(261)
162
$
18,970
$ 8,998
3,979
(437)
$
12,540
$ 6,236
2,825
(261)
105
$
8,905
$ 3,738
2,726
(228)
$
6,236
Goodwill
209
-
-
(9)
200
215
-
(6)
209
-
-
-
-
-
-
-
-
-
Total
12,749
6,529
(261)
153
19,170
9,213
3,979
(443)
12,749
6,236
2,825
(261)
105
8,905
3,738
2,726
(228)
6,236

(Continued)

31

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

Carrying value:
Balance at December 31,2020
Balance at January 1, 2019
Balance at December 31, 2019
Computer
Software
$
10,065
$
5,260
$
6,304
Goodwill
200
215
209
Total
10,265
5,475
6,513

(i) Amortization expense

The following amortizations of intangible assets are included in the statement of comprehensive income:

Operating cost
Operating expense
2020
$ 209
2,616
$
2,825
2019
180
2,546
2,726

(ii) Collateral

As of December 31, 2020 and 2019, the Group has no collateral in respect of intangible assets.

(i) Other financial assets, other current assets and other non-current assets

The other financial assets, other current assets and other non-current assets of the Group were as follows:

Other financial assets:
Restricted bank deposits
Other current assets:
Prepaid expense
Overpaid sales tax
Prepaid borrowings
Other current assets - other
Other non-current assets:
Prepaid for equipment
Refundable deposits
Other non-current assets-other
December 31,
2020
$
34,176
$ 2,903
4,316
1,888
998
$
10,105
December 31,
2020
$ 1,355
1,183
1,196
$
3,734
December 31,
2019
-
4,534
3,535
2,021
2,099
12,189
December 31,
2019
-
1,667
542
2,209

As of December 31, 2020 and 2019, other financial assets of the Group had been pledged as collateral for borrowings, please refer to note 8.

(Continued)

32

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(j) Short-term borrowings

The short-term borrowings were summarized as follows:

Unsecured bank loans

Secured bank loans
Total

Unused credit Lines

Range of interest rates
December 31,
2020
$ 55,000
34,272
$
89,272
$
5,000
1.43%~1.71%
December 31,
2019
35,000
-
35,000
5,000
1.70%~1.96%

Assets of the Group had been pledged as collateral for borrowings, please refer to note 8.

(k) Other payables

yables
Payables on salaries
$ Payables on insurance and pension
Payables for plant and equipment
Others
$
December 31,
2020

38,139
25,511
4,429
42,992

111,071
December 31,
2019
39,881
32,951
7,579
34,957
115,368

(l) Other current liabilities

The other current liability were summarized as follows:

Temporary receipts
Others
December 31,
2020
4,439
615
$
5,054
December 31,
2019
5,367
1,549
6,916

(m) Long-term borrowings

The details were as follows:

Secured bank loans
Less: Current portion
Total
Unused long-term credit lines
December 31, 2020
Rate
Maturity Day
Amount
1.645%
2021.3.14~
2022.3.24
$ 2,391
(1,913)
$
478
$
43,770
Rate
1.645%

(Continued)

33

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

Secured bank loans
Less:Current portion
Total
Unused long-term credit lines
December 31, 2019
Rate
Maturity Day
Amount
1.895%
2021.3.24~
2022.3.24
$ 7,540
(5,149)
$
2,391
$
43,050
Rate
1.895%

Assets of the Group had been pledged as collateral for borrowings, please refer to note 8.

(n) Lease liabilities

The carrying amounts of the Group's lease liabilities were as follows:

Current
Non-current
December 31,
2020
$
7,112
$
43,994
December 31,
2019
7,041
51,593

For the maturity analysis, please refer to note 6(w). For the Group leased factory and buildings from related party, please refer to note 7.

The amounts recognized in profit or loss was as follows:

Interest on lease liabilities
Expenses relating to short-term leases
For the year
ended December
31, 2020
For the year
ended December
31, 2019
For the year
ended December
31, 2020
For the year
ended December
31, 2019
$
1,020
$
720
898
1,015

The amounts recognized in the statement of cash flows for the Group was as follows:

Total cash outflow for leases For the year
ended December
31, 2020
For the year
ended December
31, 2019
For the year
ended December
31, 2020
For the year
ended December
31, 2019
$
8,839
7,644

(i) Real estate leases

Repectively in March and May 2019, the Group leases land and buildings for its factory and office space. The leases of factory and office space typically run for 3 to 10 years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.

(Continued)

34

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(ii) Other leases

The Group leases lease with lease terms of one year, these leases are short-term and leases of low-value items. The Group has elected not to recognize right-of-use assets and lease liabilities for these leases.

(o) Employee benefits

According to law of the People's Republic of China, WKPF contributed pension insurance $316 thousand and $4,491 thousand for 2020 and 2019, respectively. Provision on insurance pension payable is recognized on other payable and the balance is $15,874 thousand and $22,116 thousand on December 31, 2020 and 2019, respectively.

WKPT allocates 6% of each employee's monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Bureau of Labor Insurance amounted to $2,167 thousand and $2,032 thousand for the years ended December 31, 2020 and 2019, respectively.

(p) Income taxes

  • (i) WKPT local profit-seeking income tax rate is 20%. WKPF is a foreign investment in People's Republic of China, tax is calculated based on "Enterprise Income Tax Law of the People's Republic of China". On October 23, 2017, WKPF acquired high-tech enterprise authenticated certificate, which is applicable to the preferential enterprise tax rate of 15% (originated 25% tax rate), started from the day of acquisition for three years. Furthermore, the Company is registered in tax haven, tax discount is applicable according to the local law.

  • (ii) Income tax expense

The components of income tax in the years 2020 and 2019 were as follows:

Current tax expense:
Current period
Adjustment for prior periods
Deferred tax expense
Origination and reversal of temporary differences
2020
$ 21,686
(3,777)
17,909
335
$
18,244
2019
34,535
(1,430)
33,105
(686)
32,419

No income tax is recognized in equity and other comprehensive income in 2020 and 2019.

(Continued)

35

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

Reconciliation of income tax and profit before tax 2020 and 2019 is as follows:

Profit before income tax
ncome tax using the Company's domestic tax rate
Others income tax adjustments
Changes in provision in prior periods
ncome tax for repatriation of overseas earnings
Changes in unrecognized temporary differences
Total
2020
$
86,809
16,151
1,503
(3,777)
5,540
(1,173)
$
18,244
2019
125,490
23,753
2,504
(1,431)
7,592
1
32,419

(iii) Deferred tax assets and liabilities

1)
Unrecognized deferred tax liabilities
Provision of insurance and pension for WKPF
December 31,
2020
$
3,827
December 31,
2019
4,943
  • 2) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2020 and 2019 were as follows:

Deferred Tax Assets:

Balance at January 1, 2020
Recognized profit or loss
Balance at December 31, 2020
Balance at January 1, 2019
Recognized profit or loss
Balance at December 31, 2019
Exceed of
allowance of
bad debt
expense
$ 229
(229)
$
-
$ -
229
$
229
Allowance of
inventory
valuation loss
875
(292)
583
389
486
875
Others
255
186
441
307
(52)
255
Total
1,359
(335)
1,024
696
663
1,359

(Continued)

36

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

Deferred tax liability

Balance at January 1, 2020
Recognized profit
Balance at December 31, 2020
Balance at January 1, 2019
Recognized profit
Balance at December 31, 2019
Others
$ -
-
$
-
$ 23
(23)
$
-

(iv)

Assessment of tax

The Company does not need to pay tax or declare income tax due to local law in the country registered.

WKPF’s tax returns for the years through 2019 were assessed by the local tax administration; WKPT’ s tax returns for the years through 2018 were assessed by the Taipei National Tax Administration.

(q) Capital and other equity

As of December 31, 2020 and 2019, the Company's authorized ordinary shares each amounted to $600,000 thousand and $400,000 thousand with a par value of $10 per share and a total of 60,000 and 40,000 thousand shares respectively. All shares are ordinary shares. As of that date, 33,899 and 30,000 thousand shares were issued. All issued shares were paid up upon issuance.

Reconciliation of shares outstanding for 2020 and 2019 was as follows:

(In thousands of shares)
Balance on January 1
Issued for cash
Balance on December 31
Ordinary shares
2020
2019
30,000
30,000
3,899
-
33,899
30,000
Ordinary shares
2020
2019
30,000
30,000
3,899
-
33,899
30,000
2020
30,000
3,899
33,899
30,000
-
30,000

(i) Ordinary shares

The Company’s Board of Directors made a decision on September 16, 2019, that the Company would issue 3,899 thousand ordinary shares with par value of NTD 10 per value before initial public offering. The record date for capital issuance is March 5, 2020. The lowest underwriting price for auction is NTD 32.11 per share, higher price gets the bid, each bidder should subscribe to their bidding price. The bid price for each share is at an average of NTD 44.68. In addition, the underwriting price for public subsricption is NTD 35. A total amount of $162,719 has been raised and collected already. In addition to the total amount of funds raised above $38,990 thousand accounted for equity, deducting brokerage underwriting fees, the remaining amount of $117,730 thousand accounted for capital surplus-additonal paid in capital. This capital increase case has been approved by the Financial Supervision and Administration Commission, and the relevant statutory registration procedures have been completed

(Continued)

37

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

The remuneration cost incurred by retaining employee stock subscriptions due to the aforementioned cash capital increase is $212 thousand after the cash capital increase is completed the original account lists the capital surplus-employee stock options transferred to the capital surplus-additional paid in capital.

(ii) Capital Surplus

The balance of capital surplus was as following:

he balance of capital surplus was as following:
Additional paid in capital
Difference arising from subsidiary's share price and
its carrying value
December 31,
2020
$ 237,942
96,423
$
334,365
December 31,
2019
120,000
96,423
216,423

(iii) Retained earnings

The Company's article of incorporation stipulates that Company's net earnings should first be used to offset the prior years' deficits (including deficits and undistributed retained earnings for prior years, if any), pay income taxes, 10% is to be appropriated as legal reserve until the accumulated legal reserve equals the Company's paid-in capital. In addition, a special reserve, in accordance with applicable laws and regulations, shall also be set aside. Then, any remaining profit, together with any undistributed retained earnings, shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholders’ meeting for approval. The cash dividends shall not be more than 10% of total dividends.

The Company is now in growing phase, dividend distribution should consider capital expenditure, plan for future expansion, financial plan or other plan for the need of sustainable growth. Dividend and can be paid in cash or(and) stock to stockholders.

1) Legal reserve

When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash.

2) Special reserve

In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period total net reduction of other shareholders’ equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders’ equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.

(Continued)

38

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

  • 3) Earnings distribution

Earnings distribution for 2019 and 2018 was decided by the resolution adopted, at the general meeting of shareholders held on 17 June 2020 and 13 June 2019, respectively. The relevant dividend distributions to shareholders were as follows:

Dividends distributed to
common shareholders:
Cash
2019
Amount
per share
Total
amount
$
3.0
101,697
2018 2018
Amount
per share
$
3.0
Amount
per share
1.5
Total
amount
45,000

On 24 March, 2021, the Company's Board of Directors resolved to appropriate the 2020 earnings. These earnings were appropriated as follows:

Dividends distributed to
common shareholders:
Cash
2020 2020
Amount
per share
$
2.0
Total
amount
67,798

(iv) Other equity interests (net-of-taxes)

Balance at January 1, 2020
Exchange differences on foreign operations
Balance at December 31, 2020
Balance at January 1, 2019
Exchange differences on foreign operations
Balance at December 31, 2019
Exchange differences
on translation of
foreign financial
statements
$ (28,021)
5,355
$
(22,666)
$ (6,711)
(21,310)
$
(28,021)

(Continued)

39

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(r) Share-based payment

A resolution was passed during the Company’s board of director held on December 5, 2019, increase capital by cash and issue new shares, retaining 13%, totaling 507 thousand shares. Priority is given to the company’s employees to subscribe. The employees give up the subscription or the amount of under-subscribed shares, and authorize the chairman of the board to negotiate a specific person to subscribe at the issuance price.

As of December 31, 2020, share-based payment arrangements as follows:

Fair value at grant date
Number of shares grandted
Countract term
Recipients
Vesting conditions
Equity settled
Cash capital increase
reserved for employee
subsciption
2020.02.21
507 thousand shares
2020.2.21~2020.3.5
Limited to employees who
have worked for the Group
for one year before
2019.10.31 and have
nationality of the Republic
of China
Immediately vested

The Group used Black-Scholes option evaluation model method in measuring the fair value of the shared-based payment at the grant date. The measurement inputs were as follows:

Fair value at grant data
Share price at grant date
Exercise price
Expected volatility (%)
Expected life (year)
Expected dividend
Risk-free interest rate (%)
2020
Cash capital increase
reserved for employee
subscription
$0.4175
-
$35
23.25%
0.0164years
-
0.4730%

Expected volatility is based on the weighted average of historical volatility, and it is adjusted when there is additional market information about the volatility. The Group determined the expected dividends and risk-free rate during the life of the option. These rates are determined based on government bonds, and they are in accordance with the regulations. Service and non-market performance conditions attached to the transactions are not taken into account in determining the fair value.

(Continued)

40

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

The share-based basic payment expenses incurred in 2020 amounted to $212.

(s) Earnings per share

The calculation of basic earnings per share and diluted earnings per share for years 2020 and 2019 were as follows:

2020
Basic earnings per share
Profit of the Company for the year
$
68,566
Weighted-average number of outstanding ordinary shares
(in thousands)
33,226
$
2.06
Diluted earnings per share
Profit of the Company for the year
$
68,566
Weighted-average number of outstanding ordinary shares (in
thousands)
33,226
Effect of employee share bonus
49
Weightier-average number of ordinary shares (in thousands)
(after adjustment of potential diluted ordinary shares)
33,275
$
2.06
(t)
Revenue from contracts with customers
(i) Disaggregation of revenue
2020
Primary geographical markets
America
$ 316,515
Asia
420,503
Other countries
126,731
$
863,749
Major products
2020
Automotive parts
$ 607,988
Green energy parts
110,513
Others
145,248
$
863,749
2019
92,821
30,000
3.09
92,821
30,000
68
30,068
3.09
2019
483,698
423,755
128,446
1,035,899
2019
765,067
86,856
183,976
1,035,899

(Continued)

41

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(ii) Contract balance
Contract liability
December 31,
2020
$
1,644
December 31,
2019
682
January 1,
2019
7,484

The amount of revenue recognized for the year ended December 31, 2020 and 2019 that was included in the contract liability balance at the beginning of the period were $455 thousand and $4,593 thousand respectively.

(u) Employee compensation and directors’ remuneration

In accordance with the articles of incorporation, the Company should contribute 1% to 8% of the profit as employee compensation and less than 5% as directors' and supervisors' remuneration when there is profit for the year. The amount of remuneration of each director and supervisor and of compensation for employees entitled to receive the abovementioned employee compensation is approved by of the Board of Directors with over two-third attendance and over half of the agreements. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit before the distribution of the compensation and remuneration. The distribution plan proposed by the Board of Directors should be submitted to the stockholders’ meeting for approval. Except from regulations for listing companies, directors' and supervisors' remuneration should not grant by issuing stocks. “Profit” as mentioned above, is income before income tax and distribution of directors' and supervisors' remuneration.

For the years ended December 31, 2020 and 2019, the Company estimated its employee remuneration amounting to $1,544 thousand and $1,046 thousand and directors' remuneration amounting to $1,544 thousand and $3,138 thousand respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees and directors of each period, multiplied by the percentage of remuneration to employees and directors as specified in the Company's articles. These remunerations were expensed under operating costs or operating expenses during 2020 and 2019. Related information would be available at the Market Observation Post System website. The amounts, as stated in the consolidated financial statements, are identical to those of the actual distributions for 2020 and 2019.

(v) Non-operating income and expenses

(i) Interest income

The details of interests income for the years 2020 and 2019 were as follows:

Interests incomebank deposits
(ii)
Other income
2020
$
7,962
2019
1,145

The details of other income for the years 2020 and 2019 were as follows:

Subsidy income
Other incomeother
2020
$ 9,616
3,554
$
13,170
2019
8,861
5,929
14,790

(Continued)

42

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(iii) Other gains and losses

The details of other gains and losses for the years 2020 and 2019 were as follows:

Foreign exchange loss
Gains on non-financial assets at fair value through
profit or loss
Gains (losses) on disposals of property, plant
and equipment
2020
$ (11,113)
-
(62)
$
(11,175)
2019
(1,817)
1,589
366
138

(iv) Finance costs

The details of finance costs for the years 2020 and 2019 were as follows:

Interest expensebank loan
Interest expenselease liabilities
2020
$ 967
1,020
$
1,987
2019
693
898
1,591

(w) Financial Instruments

(i) Credit risk

1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

2) Concentration of credit risk

The major clients of Group are concentrated in medical instruments market. To minimize credit risk, the Group periodically evaluates their financial positions and requests collateral if deemed necessary. It also periodically assesses the recoverability of the trade receivable and recognizes an allowance for impairment. The impairment loss is within management’ s expectation. As of December 31, 2020 and 2019, 61% and 41%, respectively, of accounts receivable were derived from several major customers. Thus, the credit risk is significantly centralized.

3) Receivables securities

For credit risk exposure of notes and accounts receivable, please refer to note 6(c). Other financial assets at amortized cost includes other receivables, refundable deposits and other financial assets.

All of these financial assets are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected losses. Regarding how the financial instruments are considered to have low credit risk, please refer to note 4(g). Other financial assets at amortized cost did not have impairment provision for the years ended December 31, 2020 and 2019.

(Continued)

43

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, without the impact of netting agreements.

December 31, 2020
Non-derivative financial liabilities
Secured bank loans
Unsecured bank loans
Accounts and notes payable
(including related parties)
Other payables
(including related parties)
Lease liabilities
December 31,2019
Non-derivative financial liabilities
Secured bank loans
Unsecured bank loans
Accounts and notes payable
(including related parties)
Other payables
(including related parties)
Lease liabilities
Carrying
amount
$ 36,663
55,000
165,010
112,974
51,106
$
420,753
$ 7,540
35,000
143,971
78,043
58,634
$
323,188
Contractual
cash flows
37,074
55,252
165,010
112,974
55,024
425,334
7,661
35,149
143,971
78,043
63,572
328,396
Within a
year
36,595
55,252
165,010
112,974
8,001
377,832
5,244
35,149
143,971
78,043
8,061
270,468
1-2 year
479
-
-
-
6,561
7,040
1,938
-
-
-
8,061
9,999
2-5 year
-
-
-
-
19,684
19,684
479
-
-
-
19,863
20,342
Over 5
year
-
-
-
-
20,778
20,778
-
-
-
-
27,587
27,587

The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.

(iii) Currency risk

  • 1) Exposure to foreign currency risk

The Group’s significant exposure to foreign currency risk was as follows:

Financial Assets
Monetary items
USD
JPY
Financial Assets
Monetary items
USD
JPY
December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2019
Foreign
currency
Exchange
Rates
Foreign
currency
6,763
29.980
202,758
18,275
0.2760
5,044
257
29.980
7,697
118
0.2760
33
December 31, 2019
Foreign
currency
Exchange
Rates
Foreign
currency
6,763
29.980
202,758
18,275
0.2760
5,044
257
29.980
7,697
118
0.2760
33
Foreign
currency
$ 6,774
76,106
478
1,342
Exchange
Rates
28.480
0.2763
28.480
0.2763
New Taiwan
Dollars
Exchange
Rates
Foreign
currency
29.980
202,758
0.2760
5,044
29.980
7,697
0.2760
33
192,932
21,028
13,627
371


(Continued)

44

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

2) Sensitivity analysis

The Group’s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts and other receivables, and accounts and other payables that are denominated in foreign currency. A strengthening (weakening) 0.5% of the TWD against the USD and JPY as of December 31, 2020 and 2019 would have increased (decreased) the net profit after tax by $1,000 thousand and 1,000 thousand. The analysis is performed on the same basis for both periods.

  • 3) Foreign exchange gain and loss on monetary items

Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For the years 2020 and 2019, the foreign exchange gain (loss) (including realized and unrealized portions) amounted to $(11,113) thousand and $(1,817) thousand respectively.

(iv) Interest rate analysis

Please refer to the note on liquidity risk management and the interest rate exposure of the Group’s financial assets and liabilities.

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate which increases or decreases by 0.5% when reporting to the internal management, which also represents the Group management's assessment of the reasonably possible interest rate change.

If the interest rate increases/decreases by 0.5%, with all other variable factors remaining constant, the Group’s net income would have decreased/increased by $458 thousand and $213 thousand for the years ended December 31, 2020 and 2019, respectively. This is mainly due to the Group’s borrowings in variable rates.

  • (v) Fair value of financial instruments

  • 1) Categories and fair value of financial instruments

The carrying amount and fair value of the Group’ s financial assets and liabilities, including the information on fair value hierarchy, were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities disclosure of fair value information is not required:

(Continued)

45

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

BookValue
Financial assets measured at amortized
cost
Cash and cash equivalents
$ 281,626
Notes and accounts receivable and other
receivables (including related parties)
166,877
Foreign certificate deposit
262,622
Other financial assets
34,176
Refundable deposits
1,183
Total
$
746,484
Financial liabilities at amortized cost
Short-term borrowings
$ 89,272
Notes and accounts payable
(including related parties)
277,984
Long-term borrowings
(including related parties)
2,391
Lease liabilities-current and non-current
51,106
Total
$
420,753
December 31, 2020 December 31, 2020 December 31, 2020
BookValue Fair Value
Level 1
-
-
-
-
-
-
-
-
-
-
-
Level 2
-
-
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
-
-
-
-
Total
-
-
-
-
-
-
-
-
-
-
-
BookValue
Financial assets measured at amortized
cost
Cash and cash equivalents
$ 351,402
Notes and accounts receivable and other
receivables (including related parties)
154,427
Refundable deposits
1,667
Total
$
507,496
Financial liabilities at amortized cost
Short-term borrowings
$ 35,000
Notes and accounts payable
(including related parties)
222,014
Long-term borrowings
(including related parties)
7,540
Lease liabilities-current and non-current
58,634
Total
$
323,188
December 31, 2019 December 31, 2019 December 31, 2019
BookValue Fair Value
Level 1
-
-
-
-
-
-
-
-
-
Level 2
-
-
-
-
-
-
-
-
-
Level 3
-
-
-
-
-
-
-
-
-
Total
-
-
-
-
-
-
-
-
-

(Continued)

46

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

  • 2) Valuation techniques of financial instruments not measured at fair value

The Group estimates its financial instruments, that are not measured at fair value, by methods and assumption as follows:

If there is quoted price generated by transactions for financial liabilities at amortized cost, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimate fair values.

  • 3) Transfer between Level 1 and Level 2

There were no transfers from one level to another level in 2020 and 2019.

(x) Financial risk management

(i) Overview

The Group is exposed to the following risks from its financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

In this note expressed the information on risk exposure and objectives, policies and procedures of risk measurement and management. For detailed information, please refer to the related notes of each risk.

(ii) Structure of risk management

The Group’ s finance management department provides business services for the overall internal department. It sets the objectives, policies and processes for managing the risk and the methods used to measure the risk arising from both the domestic and international financial market operations. The Group minimizes the risk exposure through derivative financial instruments. The Board of Directors regulates the use of derivative financial instruments in accordance with the Group’ s policy on risks arising from financial instruments such as currency risk, interest rate risk, credit risk, the use of derivative and non-derivative financial instruments, and the investments of excess liquidity. The internal auditors of the Group continue to review the amount of the risk exposure in accordance with the Group’s policies and the risk management's policies and procedures. The Group has no transactions in financial instruments (including derivative financial instruments) for the purpose of speculation.

(Continued)

47

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(iii) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and other receivables.

1) Accounts receivable and other receivables

The Group established a credit policy to obtain the necessary collateral to mitigate risks arising from financial loss due to default risk.

The Group established a credit evaluation policy. In addition to the publicly available financial information to analyze the new customers and give them credit ratings, the Group also assess the financial status and actual collection situation of the current customers to monitor credit risk and the counterparty's credit ratings continuously. The credit limits for each counterparty are approved and reviewed annually by the Group.

The Group did not have any collateral or other credit enhancement to avoid credit risk of the financial assets.

2) Investments

The exposure to credit risk for bank deposits and fixed income investments is measured and monitored by the Group’s finance department. The Group only deals with banks, corporate organizations and financial institutions with good credit rating. The Group does not expect any of the counterparties mentioned above to fail in meeting their obligations; hence, there is no significant credit risk arising from these counterparties.

(iv) Liquidity risk

The Group manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Group's management supervises the banking facilities and ensures compliance with the terms of loan agreements.

Loans and borrowings from the bank is an important source of liquidity for the Group. As of December 31, 2020 and 2019, the Group's unused credit lines were amounted to $48,770 thousand and $48,050 thousand respectively.

(v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, that will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

(Continued)

48

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

1) Currency risk

The Group is exposed to currency risk on sales, purchases, and borrowings that are denominated in a currency other than the respective functional currencies of the Group’s entities, primarily USD CNY and NTD.The currencies used in these transactions aree the USD, CNY, JPY, and EUR.

Loan interest is denominated in the currency of the loan. In general, the currency of the borrowing is the same as the currency of the cash flow generated by each operating location of the Group, which is mainly NTD, CNY, and USD. In this case, economic hedging is without need to sign derivatives, so hedging accounting is not adopted

In respect of other monetary assets and liabilities denominated in foreign currencies, the Group ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.

2) Interest rate risk

The Group adopts a policy of ensuring its exposure to changes in interest rates on borrowings is on a combination of fixed-rate and float-rate basis. This is achieved by using interest rate swaps as hedges of variability in cash flows attributable to movements in interest rates. The Group evaluates its hedge activity in a fix period, in order to keep the interest rate preference unchanged and ensure the most cost efficient hedge strategy is used.

(y) Capital management

The Group’s objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the dividend payment to the shareholders, reduce the capital for redistribution to shareholders, issue new shares, or sell assets to settle any liabiltities.

The Group and other entities in the same industry use the debt-to-equity ratio to manage capital. This ratio is the total net debt divided by the total capital. The net debt from the balance sheet is derived from the total liabilities less cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, and other equity plus net debt.

(Continued)

49

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

As of December 31, 2020, the Group’s capital management strategy is consistent with the prior year as of December 31, 2019. The Group’s debt-to-equity ratio at the end of the reporting period as of December 31, 2020 and 2019, is as follows:

Total liabilities
Less: Cash and cash equivalents
Net debt
Total equity
Adjusted equity
Debt-to-equity ratio
December 31,
2020
$ 455,522
(281,626)
173,896
873,812
$ 1,047,708
16.60%
December 31,
2019
403,679
(351,402)
52,277
744,672
796,949
6.56%

(z) Investing and financing activities not affecting current cash flow

The Group’s investing and financing activities which did not affect the current cash flow in the years ended December 31, 2020 and 2019, the acquisition of right-of-use assets through lease, please refer to note 6(g).

Reconciliation of liabilities arising from financing activities were as follows:

January 1,2020
Long-term borrowings
$ 7,540
Short-term borrowings
35,000
Lease liability
58,634
Total liabilities from financing activities$
101,174
Cash flows Non-cash
changes
Foreign
exchange
movement
-
750
(429)
321
December
31,2020
2,391
89,272
51,106
142,769
January 1,2019
Long-term borrowings
$ 12,688
Short-term borrowings
10,000
Lease liability
64,899
Total liabilities from financing activities$
87,587
Cash flows Non-cash
changes
Foreign
exchange
movement
-
-
(534)
(534)
December
31,2019
7,540
35,000
58,634
101,174

(Continued)

50

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(7) Related-party transactions

(a) Names and relationship with related parties

The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.

Name of related party Relationship with the Group World Known MFG Co., Ltd. (WKP Taiwan) Same president with the Company Ancient Enterprise Corp. (Ancient) Same president with the Company

  • (b) Significant related-party transactions

(i) Sales

The amounts of significant sales by the Group to its related parties were as follows:

Other related parties - WKP Taiwan 2020
$
32
2019
22

The sales price of the Group to its related parties is not materially different from those to other sales. The collection terms for sales to related parties were month-end 30 to 120 days, which were not materially different from those of the third parties.

(ii) Purchases

The amounts of significant purchases and payables by the Group from its related parties were as follows:

s follows:
Other related parties - WKP Taiwan 2020
$
99,405
2019
116,079

The purchases price of the Group to its related parties is not materially different from those to other purchases. The payment terms for purchases to related parties were month-end 30 to 90 days, which were not materially different from those given by other vendors.

  • (iii) Receivables from related parties

The receivables from related parties were as follows:

Account
Relationship
Accounts receivable Other related parties-WKP Taiwan
Other receivables
Other related parties-WKP Taiwan
December 31,
2020
$ 17
$ 98
December 31,
2019
6
98

(Continued)

51

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(iv) Payables to related parties

The payable to related parties were as follows:

The payable to related parties were as follows:
Account
Relationship
Accounts payable
Other related parties-WKP Taiwan
Other payables
Other related parties-WKP Taiwan
Other related parties-Ancient
December 31,
2020
$
22,814
$ 1,777
126
$
1,903
December 31,
2019
42,798
2,430
126
2,556

(v) Leases

In March and May 2019, the Group leased factory and office from other related party-WKP Taiwan, respectively. Ten-year and nine-year ten-month lease contract was signed respectively, in which the rental fee is determined based on nearby rental rates. The total value of the contract was $44,160 thousand and $22,255 thousand respectively. This lease transaction recognized an additional amount of $60,698 thousand right-of-use assets and $60,698 thousand lease liabilities, with a date of initial application of IFRS 16 on January 1, 2019. For the year ended December 31, 2020 and 2019, the Group recognized the amount of $980 thousand and $833 thousand as interest expense. As of December 31, 2020 and 2019, the balance of lease liabilities amounted to $49,680 thousand and $55,808 thousand.

In January 2019, the Group leased factory and office from other related party-Ancient. Threeyear contract was signed, in which the rental fee is determined based on nearby rental rates. The total value of the contract was $4,320 thousand. This lease transaction recognized an additional amount of $4,201 thousand right-of-use assets and $4,201 thousand lease liabilities, with a date of initial application of IFRS 16 on January 1, 2019. For the year ended December 31, 2020 and 2019, the Group recognized the amount of $40 thousand and $65 thousand as interest expense. As of December 31, 2020 and 2019, the balance of lease liability amounted to $1,426 thousand and $2,826 thousand.

(c) Key management personnel compensation

Key management personnel compensation comprised the following:

Short-term employee benefits
Post-employment benefits
Other long-term benefits
Termination benefits
Share-based payments
2020
$ 19,984
292
-
-
-
$
20,276
2019
19,828
286
-
-
-
20,114

(Continued)

52

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(8) Pledged assets:

The carrying values of pledged assets were as follow:

Pledged assets
Other financial assets
Right-of-use assets - land
Property, plant and equipment
Object
Short-term borrowings
Long-term and short-
term borrowings
long-term borrowings
December 31,
2020
$ 34,176
5,382
49,408
$
88,966
December 31,
2019
-
5,442
53,762
59,204

(9) Commitments and contingencies: none

(10) Losses Due to Major Disasters: none

(11) Subsequent Events

  • (i) For business finance plan requirement, the board of directors of WKPT resolved to issue 8,000 thousand ordinary shares, with a par value of $10, on January 19, 2021. The number of shares is fully subscribed by the Company. The Company authorized the chairman completed the issuance in stages within one year.

  • (ii) The board of directors of WKPT was resolved to participate in the public bidding of the Chiayi County Government Industrial Zone on January 19, 2021. The object of the bid is the industrial land of the Machouhou Industrial Park in Chiayi County. The area of the object land is 17,363.81 square meters, the total transaction amount is $249,517,500, and the land has been acquired through public auction on February 4, 2021.

(12) Other:

The followings are the summary statement of employee benefits, depreciation, depletion, and amortization expenses by function in the current period:

By function
By item
2020 2020 2020 2019 2019 2019
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefits
Salary 80,347 51,515 131,862 94,211 52,242 146,453
Labor and health insurance 4,924 2,206 7,130 6,754 2,113 8,867
Pension 1,547 936 2,483 4,136 2,387 6,523
Others 1,673 1,328 3,001 1,637 1,406 3,043
Depreciation 56,599 9,746 66,345 61,426 9,093 70,519
Amortization 209 2,616 2,825 180 2,546 2,726

(Continued)

53

WORLD KNOWN MFG (CAYMAN) LIMITED AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(13) Other disclosures:

  • (a) Information on significant transactions:

The following is the information on significant transactions, required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group:

  • (i) Loans to other parties:

(In Thousands of New Taiwan Dollars or foreign currencies)

Number Name of
lender
Name of
borrower
Account name Highest balance
of financing to
other parties
during the period
Ending balance Actual
usage amount
during the period
Range of
interest rates
during the
period

Purposes of fund
financing for the
borrower
Transaction
amount for
business
between two
parties
Reasons for
short-term
financing
Loss
allowance
Item Value Individual
funding loan
limits
Maximum
limit of fund
financing
0 The
company
W
KPT Other receivable
related party
30,000
(USD$1,053)
30,000
(USD$1,053)
- - Necessary for
financing
- Operating
turnover
- - - 87,353
(Note 2)
349,413
(Note 2)

Note 1: The number filled in as follows:

  • 1) 0 represents the company.

  • 2) Subsidiaries are sorted in a numerical order starting from 1.

  • Note 2: According to the operating procedures of the company’s capital loan to others, the amount of capital loan for individual objects shall not exceed 10% of the company’s net value; for capital loan shall not exceed 40% of the company’s net worth.

(ii) Guarantees and endorsements for other parties:

No. Name of
guarantor
Counter-party of
guarantee and
endorsement
Counter-party of
guarantee and
endorsement
Limitation on

amount of
guarantees and
endorsements
for a specific
enterprise
Highest
balance for
guarantees and
endorsements
during
the period
Balance of
guarantees
and
endorsements
as of
reporting date
Actual usage
amount
during the
period
Property
pledged for
guarantees
and
endorsements
(Amount)
Ratio of
accumulated
amounts of
guarantees and
endorsements to
net worth of the
latest
financial
statements
Maximum
amount for
guarantees and
endorsements
Parent
company

endorsements/
guarantees to
third parties on
behalf of
subsidiary
Subsidiary
endorsements/
guarantees
to third parties
on behalf of
parent
company
Endorsements/
guarantees to
third parties
on behalf of
companies in
Mainland
China
Name Relationship
with the
Company
0

The
company
WKPF Subsidiary 436,767
(Note 2)
34,176
(USD1,200)
34,176
(USD1,200)
34,176
(USD1,200)
34,176
(USD1,200)
%
3.91
436,767
(Note 2)
Y N Y

Note 1: The number filled in as follows:

  • 1) 0 represents the company.

  • 2) Subsidiaries are sorted in a numerical order starting from 1.

  • Note 2: According to the company's capital loan and endorsement guarantee operating procedures, the limit of single-object endorsement guarantee and the total amount of endorsement guarantee shall not exceed 20% and 50% of the company’s net worth respectively. For company that directly and indirectly hold 100% of the voting shares, the limit of endorsement guarantee shall not exceed 50% of the company’s net worth.

  • (iii) Securities held as of December 31, 2020 (excluding those investments in subsidiaries, associates and joint ventures):None

  • (iv) Individual securities acquired, or disposed, with an accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock:

Name of
company
Category and
name of
security
Account
name
Name
of
counter-
party
Relationsh
ip
with the
company
Beginning Balance Beginning Balance Purchases Purchases Sales Sales Sales Sales Ending Balance Ending Balance
Shares
(thousands)
Amount Shares
(thousands)
Amount Shares
(thousands)
Price Cost Gain
(loss) on
disposal
Shares
(thousands)
Amount
WKPF Yinhua
Transactional
Money Market
Fund
Financial assets at fair
value through profit or
loss
- - - - 1,407 604,652 1,407 606,018 604,652 1,366 - -

(Continued)

54

WORLD KNOWN MFG (CAYMAN) LIMITED AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:None

  • (vi) Disposal of individual real estate with an amount exceeding the lower of NT$300 million or 20% of the capital stock: None

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock:

Name of
company
Related party Nature of
relationship
Transaction details Transaction details Transaction details Transaction details Transactions with terms
different from others
Transactions with terms
different from others
Notes/Accounts receivable (payable) Notes/Accounts receivable (payable) Note
Purchase/Sale Amount Percentage of
total
purchases/sales
Payment terms Unit price Payment terms Ending balance Percentage of total
notes/accounts
receivable
(payable)
WKPT WKP Taiwan Other related
party
Purchases 99,405 %
66.32
90days Note 90day s
(22,814
)
38.14%

Note Price is calculated according to agreements between both parties.

(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:None

(ix) Trading in derivative instruments: None

(x) Business relationships and significant intercompany transactions:

No. Name of company Name of counter-party Nature of
relationship (Note2)
Intercompany transactions Intercompany transactions Intercompany transactions Intercompany transactions
Account name Amount Trading terms Percentage of the consolidated
net revenue or total assets
1 WKPT WKPF 3 Purchases 6,392 Price is calculated
according to
agreements between
both parties
0.74%
1 WKPT WKPF 3 Accounts payable 5,760 Normal payment
period
0.43%

Note1 The number filled in as follows:

  • 1) 0 represents the company.

  • 2) Subsidiaries are sorted in a numerical order starting from 1.

Note2 Transactions labeled as follows:

  • 1) 1 represents the transactions form parent company to subsidiaries.

  • 2) 2 represents the transactions from subsidiaries to parent company.

  • 3) 3 represents the transactions between subsidiaries.

(b) Information on investees:

The following is the information on investees (excluding information on investees in Mainland China):

(In thousands of shares /

In thousands of New Taiwan Dollars or Foreign currency)

Name of investor Name of investee Location Main
businesses and
products
Original investment amount Original investment amount Balance as of December 31, 2020 Balance as of December 31, 2020 Balance as of December 31, 2020 Net income
(losses)
of investee
(Note 3)
Share of
profits/losses of
investee
(Note 3)
Note
December 31, 2020 December 31, 2019 Shares
(thousands)
Percentage of
ownership
Carrying value
(Note 2)
The Company Honour Samoa Investment USD
11,521
(NTD363,510)
USD
11,521
(NTD363,510)
6,521 %
100
USD
23,759
(NTD676,656)
USD
3,152
(NTD93,089)
USD
3,152
(NTD93,089)
Note 1
The Company WKPT Taiwan Manufacture of
precision casting
processing
80,000 80,000 8,000 %
100
97,583 1,318 1,318 Note 1
The Company WKP USA USA General trading
business
USD
90
(NTD2,678)
USD
90
(NTD2,678)
90 %
90
USD
88
(NTD2,506)
- - Note 1

Note1 Has been write off when preparing consolidated financial statements.

Note2 Exchange rate for USD to NTD is 28.48 on December 31, 2020.

Note3 Exchange rate for USD to NTD is 29.5332 in year 2020 on average.

(Continued)

55

WORLD KNOWN MFG (CAYMAN) LIMITED AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(c) Information on investment in mainland China:

  • (i) The names of investees in Mainland China, their main businesses and products, and other information:

(In Thousands of New Taiwan Dollars or foreign currencies)

Name of
investee
Main
businesses
and
products
Total
amount
of capital
surplus
(Note 3)
Method
of
investment
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2020
(Note 3)
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31, 2020
(Note 3)
Percentage
of
ownership
Net
income
(losses)
of the investee
(Note 3)
Book
value
Accumulated
remittance of
earnings in
current period
Outflow Inflow
WKPF Manufacture of
precision casting
processing
USD
8,500
(NTD254,830)
Note 1 - - - USD
3,152
(NTD93,089)
100.00% USD
3,152
(NTD93,089)
USD
23,754
(NTD676,514)
-

Note1 Investments are made through setting up a company in the third country then invest to Mainland China.

Note2 Exchange rate of USD to TWD is 28.48 on December 31, 2020.

Note3 Exchange rate of USD to TWD is 29.5332 in year 2020 on average.

  • (ii) Limitation on investment in Mainland China:
itation on investment in Mainland China:
Accumulated Investment in Mainland China
as of December 31, 2020
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
Note 1 Note 1 Note 1

Note 1: The Company is an offshore company, which is not applicable of the limits in "Regulations Governing the Examination of investment or Technical Cooperation in Mainland China".

  • (iii) Significant transactions:

The significant inter-company transactions in year 2020 with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in the “ Information on significant transactions” and “Business relationships and significant intercompany transactions”.

(d) Major shareholders

r shareholders
Shareholding
Shareholder's name
Shares Precentage
Germander Group Limited 4,230,000 %
12.47
Lavender Hill Limited 2,730,000 %
8.05
AmtrustInvestment Consulting Corp 2,000,000 %
5.89
E. SUN Commercial Bank, LTD. in custody for GREATER MATRIX Limited 1,812,000 %
5.34

(i) The information on major shareholders, which is provided by the Taiwan Depository & Clearing Corporation, summarized the shareholders who held over 5% of total non-physical common stocks and preferred stocks (including treasury stocks) on the last business date of each quarter, The registered non-physical stocks may be different from the capital stocks disclosed in the financial statement due to different calculation basis.

  • (ii) If share are entrusted, the above information regarding such shares will be revealed by each trustors of individual trust account. The shareholders holding more than 10% of the total shares of the company should declare insider's equity according to Securities and Exchange Act. The numbers of the shares declared by the insider include the shares of the trust assets which the insider has discretion over use. For details of the insider's equity announcement please refer to the TWSE website.

(Continued)

56

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

(14) Segment information

(a) General information

The Group is primarily involved in the manufacturing and selling the energy-saving and carbonreducing parts of commercial vehicle engine, ADB calipers, rear panels of brake pad, bend pipes and accessories of turbocharger, cases of flywheel, cases of swing arms, exhaust manifolds, braces, core shafts, parts for braking system of wind power generator and processed products of machinery parts for various industries. Reportable segment contains only precision casting processing department, offering products and manage related technologies and marketing strategies.

(b) Information about reportable segments and their measurement and reconciliations.

The Group uses internal management report that the chief operating decision maker reviews as the basis to determine resource allocation and make a performance evaluation. The internal management report includes profit after taxation. Gain or loss of reportable segments include depreciation and amortization, tax expense (profit), non-recurring profit or loss and other significant non-cash items. The reportable amount is similar to that in the report used by chief operating decision maker. The operating segment accounting policies are similar to those described in note4. The Group's information of segment is similar to financial report, please refer to balance sheet and statements of comprehensive income.

(c) Production information

Revenue from the external customers of the Group was as follows:

Product
Automotive parts
Green energy parts
Others
2020
$ 607,988
110,513
145,248
$
863,749
2019
765,067
86,856
183,976
1,035,899

(d) Geographical information

In presenting the information on the basis of geography, segment revenue is based on the geographical location of the customers and the segment non-current assets are based on the geographical location of the assets.

57

World Known MFG (Cayman) Limited and Subsidiaries Notes to the Consolidated Financial Statements

Revenue from the external customers:

Region
America
Asia
Other countries
Non-current assets:
Region
China
Other countries
2020 2019
483,698
423,755
128,446
1,035,899
December 31,
2019
240,976
162,626
403,602
$ $

Non-current assets include property, plant and equipment, right-of-use assets, intangible assets, and other assets, excluding financial instruments and deferred tax assets.

  • (e) Major customers’ information
Customer
From Precision Casting processing department
Customer A
From Precision Casting processing department
Customer B
Total
2020
Amount
$ 248,209
105,334
$
353,543
2019
Amount
366,512
80,955
447,467

World Known MFG (Cayman) Limited

Chairman:Lu, Huang-Fu