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CMC Magnetics Corporation Annual Report 2020

Aug 6, 2021

52006_rns_2021-08-06_1af5535f-45c7-4c2b-9f1b-d38575e02557.pdf

Annual Report

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Stock Code: 2323

CMC

CMC Magnetics Corporation 2020 Annual Report

Published on April 20, 2021

Information available on TWSE: http://mops.twse.com.tw Link to this annual report: http://www.cmcnet.com.tw

  • I. Spokesperson of the Company and Deputy Spokesperson:

  • Spokesman: Chen, Chun-Wei, Senior Finance Manager Deputy Spokesperson: Hsu, Ya-Ping, Assistant Finance Manager

Tel: (02)2598-9890

Email:[email protected]

II. Headquarter and Factory Contact Information: Headquarters: 15th, Fl., No.53, Ming Chuan W. Road.,Taipei, Taiwan, R.O.C. Tel: (02)2598-9890

Linkou Production Factory:

No. 50, Huaya 3rd Rd., Guishan Dist., Taoyuan City Tel: (03) 397-8886

  • III. Stock Transfer Agency

  • Name: Agency Service for Stock Affairs, KGI Securities Co. Ltd. Address: 5F, No. 2, Sec. 1, Chongqing South Rd., Taipei City Website: http://www.kgieworld.com.tw Tel: (02)2389-2999

  • IV. Contact Information of the CPA for the Latest Financial Report Name of CPA: Yu, Shu-Fen, Chang, Shu-Chiung Firm: PWC Taiwan

Address: 27F, No. 333, Sec. 1, Keelung Rd, Taipei City Website: http://www.pwc.tw Tel: (02) 2729-6666

  • V. Overseas trade places for listed negotiable securities: None.

  • VI. Company website: http://www.cmcnet.com.tw

No Excuse, Teamwork, Cost concept, Living in the moment

Table of Contents
Chapter 1 Letter to Shareholders ··········································································· 1
Chapter 2 Company Profile
I. Establishment Date ······································································ 3
II. Company History ········································································ 3
Chapter 3 Corporate Governance Report
I. Organization ·············································································· 9
II. Information of the Directors, Supervisors, General Managers, Deputy General
Managers, Assistant Managers and the Heads of Each Department and
Branch ····················································································· 11
III. Remuneration Paid to the Directors, Supervisors, General Manager, and
Deputy General Managers in the Most Recent Fiscal Year ························ 15
IV. The State of the Company’s Implementation of Corporate Governance ········ 21
V. Information on CPA Professional Fees ··············································· 49
VI. Information on Replacement of the CPA ············································· 50
VII. Information on Service of the Company’s Chairman, General Manager,
Financial or Accounting Management Personnel at the Accounting Firm or Its
Affiliates Shall be Disclosed ··························································· 50
VIII. Any Transfer of Equity Interests and/or Pledge of or Change in Equity
Interests by a Director, Supervisor, and Management Personnel with a Stake
of More Than 10% During the Most Recent Fiscal Year and up to the Date of
Publication of This Annual Report ···················································· 50
IX. Information of Relationship if among the Company's Top 10 Largest
Shareholders Who Are Related, as Spouse, or within the Second Degree of
Kinship of Another ······································································ 51
X. The Total Number of Shares and Total Equity Stake Held in Any Single
Enterprise by the Company, Its Directors and Supervisors, Managers, and
Any Companies Controlled either Directly or Indirectly by the Company ······ 52
Chapter 4 Capital Raising Activities
I. Capital and Shares ······································································· 53
II. Corporate Bonds ········································································· 57
III. Preferred Shares ·········································································· 57
IV. Status of Global Depository Receipts (GDR) ······································ 57
V. Status of Employee Stock Warrants ··················································· 57
VI. Status of New Restricted Employee Shares ·········································· 57
VII. Status of New Shares Issuance in Connection with Mergers and Acquisitions · 57
VIII. The Status of Implementation for Capital Allocation Plans ······················· 57
Chapter 5 Operational Overview
I. Business Operation ······································································ 58
II. Market and Production/Sales Overview ·············································· 64
III. Human Resources and Employee Profile ············································· 74
IV. Disbursements for Environmental Protection ········································ 75
V. Labor Relations ·········································································· 78
VI. Important Contract ······································································· 82
Chapter 6 Financial Status Overview
I. Condensed Balance Sheets and Statements of Comprehensive Income for the
Past 5 Fiscal Years ······································································· 83
II. Financial Analyses for the Past Five Fiscal Years ·································· 87
III. Annual Report of the Audit Committee for the Most Recent Fiscal Year ······· 90
IV. Annual Financial Report for the Most Recent Fiscal Year ························ 91
V. A Parent Company Only Financial Statement for the Most Recent Fiscal Year,
Certified by CPAs········································································ 205
VI. The Impact on the Company’s Financial Status Due to the Company or Its
Affiliates’ Encounter of Financial Turnover Difficulties ·························· 307
Chapter 7 Management's Discussion and Analysis of Financial Condition and Risk Factors
I. Financial Status ·········································································· 308
II. Financial Performance ·································································· 309
III. Cash Flow ················································································· 310
IV. Effect on Financial Operations of Any Major Capital Expenditures during the
Most Recent Fiscal Year ································································ 310
V. The Most Recent Annual Investment Transfer Policy, the Main Reason for Its
Profit or Loss, Improvement Plan and Investment Plan for the Next Year ······ 311
VI. Analysis and Assessment of Risk Issues in the Most Recent Year and up to
the Date of Publication of the Annual Report ······································· 311
VII. Other Important Matters ································································ 315
Chapter 8 Special Remarks
I. Information related to the Company’s Affiliate ····································· 316
II. Overview of operations of company's affiliates………………………………..323
III. Holding or Disposal of Shares in the Company by Its Subsidiaries during the
Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of
Publication of the Annual Report ······················································ 325
IV. Holding or disposal of shares in the Company by its subsidiaries during the
most recent fiscal year or during the current fiscal year up to the date of
publication of the annual report ························································ 325
V. Other Mandatory Supplementary Notes ·············································· 325
VI. Matters That Have Significant Impact on Shareholders' Equity or Securities
Prices as Set Forth in Subparagraph 2, Paragraph 3, Article 36 of the
Securities and Exchange Act in the Most Recent Year and up to the Date of
Publication of the Annual Report ······················································ 325

Chapter 1 Letter to Shareholders

====================================================================

After acquisition of the Verbatim brand at the end of 2019, CMC Magnetics Corporation stepped out of the recession in the optical disc industry and transformed into a global electronic brand leader. Its product line expanded from optical disc products to storage media such as hard discs and flash memory, and also covered electronic peripherals and LED lighting equipment.It will stride into the cloud and big data fields.

The fruitful operating results in 2020 in respect of operating income, profit and finance are as follows:

  • (I) Consolidated growth of operating income: the operating income in 2020 was increased by 33% as compared with 2019.

  • (II) Stable profitability: The profit target was reached for three consecutive years, and the gross profit margin increased from 16% in 2019 to 21% in 2020.

  • (III) Strong financial structure: With the debt ratio of 22%and the current ratio of 390% in 2020, the financial structure was far better than the industry standard. Working capital is abundant. As of 2020, the accumulated capital reserve amounted to NT$ 7.64 billion. In order to reward shareholders, it plans to allocate NT$ 810 million from the capital reserve in 2021 and distribute a cash dividend of NT$0.7 per share.

The reports on the operation in 2020 and the future planning direction are made in the following:

  • I. Business Performance and Achievements in 2020

  • (I) Implementation results of the business plan:

    • The consolidated net operating income of the Company in 2020 was NT$9,401,027 thousand (the same below), an increase of 33% from the same period last year, and operating margin increased by 79% from the same period last year. The net profit for the period was NT$124,827 thousand, and the net profit attributable to the parent company was NT$111,073 thousand.
  • (II) Financial income and expenditure:

The net cash inflow from operating activities of the Company’s consolidated statement in 2020 was NT$233,410 thousand, net cash inflow from investment activities was NT$584,773 thousand, and net cash outflow from financing activities was NT$392,588 thousand. The negative impact of exchange rate changes on cash and cash equivalents was NT$54,908 thousand and the overall financial income and expenditure situation was a net increase of NT$370,687 thousand in cash and cash equivalents.

(III) Profitability analysis:

ofitability analysis:
Item 2020 2019
Return on Assets (ROA) (%) 0.65 0.77
Equityreturn ratio (%) 0.64 0.86
Ratio of Operating Income to Paid-in
Capital (%)

(2.00)
(0.81)
Ratio of income before tax to paid-in
capital (%)

1.98
1.84
Net Profit Margin (%) 1.33 2.38
Earnings Per Share (NT$) 0.10 0.20

(IV) Research and Development Status

  • 1 -

Please refer to page 61 of this annual report for the Company’s technology and research status.

  • II. The business plan summary and development strategy for 2021 are as follows:

  • (I) Global brand marketing

With strong management teams in the European, American and Japanese markets, Verbatim will provide customers with reliable

products by following the image of an excellent brand, through the dense network and physical sales channels.

  • (II) Development of product lines

The 200G archive discs have been mass-produced and shipped. The Company will continuously develop high-end and high-margin archive disc products of 300G and higher capacity. In response to network information security and trend of science and technology, the Company also actively invests in the research and development of cloud products to provide customers with more comprehensive data storage solutions.

  • (III) Development of the soft power of cultural, creative and leisure industries

From 2017, CMC Magnetics Corporation established the Beaumont Park in Yangmingshan, Taipei. It has opened six restaurants of different types, Com In Dim, Vino Fiore, Jin Zhi Zui, Beaumont Bakery, Tai Zhi Zui and Guo Zhi Zui, turning the formerly deserted dormitory area of the US army into the most beautiful leisure landmark in Shanzihou.

In terms of cultural and creative undertaking, the TSUTAYA BOOKSTORE was created. In addition to the Hsinyi Business Circle, Taipei, and the foothold close to Taichung National Opera, the Company will open a third operating foothold in Tainan by the end of 2021 to complete the layout in the north, middle and south.

  • (IV) Optimize business management and activate assets

To concentrate business resources and save business management costs, the Company continues to adjust its production plans to optimize the operation efficiency. Regarding the lands and factories with lower application efficiency, the Company conducts activation or disposal plans to enhance asset benefits.

The Company's management team will be committed to enhancing the Company's long-term value and sustainable operation. At the end, we hope that all shareholders will continue to give encouragement and advice, and to support and care for the Company.

Best Regards,

We wish you all good fortune and health.

Chairman: Wong, Ming-Sen

  • 2 -

Chapter 2 Company Profile

====================================================================

I. Establishment Date

December 2, 1978

II. Company History

1978 . CMC Magnetics Corporation was founded . Company registered at 6F, No.63-1, Sec. 1 ChangAn E. Rd., Taipei City . First factory established at No. 433, MingAn Rd., Xinzhuang City, New Taipei City . Registered Capital: NT$10,000,000 . Production items: Audio cassette, video tapes, etc. 1991 . The capital increase of the Company was NT$430,773,940. . Leased Taoyuan factory and added new video assembly line . Researched and developed videotape, 3D surround sound, wireless headsets, compact discs, and other products to initiate diversification business8mm . Approved by the Securities and Exchange Commission for stock listing 1992 . Leased Xindian factory and added automatic disk assembly line . Stock officially listed2 17 . Company capital increased to NT$930,000,000 . Approved by the Securities and Exchange Commission for preferred share listing . Leased Jingling factory and added disk assembly line 1993 . Company capital increased to NT$1,182,000,000 1994 . Company capital increased to NT$2,040,000,000 . Awarded with ISO 9002 international certification 1995 . Company capital increased to NT$2,331,000,000 . Zhongli new factory completed and began mass production 1996 . Company capital increased to NT$2,665,650,000 . Successfully developed CD-Recordable disc (CD-R) and proceeded with mass production in December. 1997 . Company capital increased to NT$4,372,062,500 . Purchased a land at LinKou for plant construction to expand the CD-R and non-analog optical disc product facilities2,407 . Leased Jinling factory II for an additional disc box and magnetic disc lining cloth production line . Successfully launched DVD recordable production line . Honorably ranked by Forbes Magazine as No.21 of the Global Top 100 SMB Enterprise in 1997

  • 3 -

  • 1998 . Company capital increased to NT$6,252,049,370

  • . Obtained the film distribution agency of NEW LINE Cinema and began business in the film and media industry

  • . Formed strategic alignment with Japan Mitsubishi company and Verbatim, a subsidiary of Mitsubishi in the United States

  • . Obtained ISO 9002 certification on CD-R as the first ever manufacturing factory in Taiwan

  • 1999 . Company capital increased to NT$9,750,786,760

  • . 8X CD-R proceeded mass production, and the quality was certified by Japanese vendor partners

  • . Signed alliance contract with Pioneer Japan, for an exclusive partnership of DVD recordable products with CMC

  • . CMC independently and successfully developed 3.95GB DVD recordable product

  • . Officially launched New MP3 player product launched in November

  • 2000 . Company capital increased to NT$17,323,482,540

  • . Obtained ISO 9002 certification on CD-R

  • . CMC received the 9th place of “Taiwan’s Top 50 Golden Tech Jobs” by International Institute for Management Development (IMD)

  • . CMC was awarded by Common Wealth Magazine as “#1 of Taiwan’s Top 100 Best Technology Company”

  • . Received “High-speed CD-RW and DVD-R” Industry Contribution Award from the Taiwan Association for Magnetic Technology (R.O.C)

  • . Launched CyberBoy, the world's first single-chip multimedia PDA device, and officially entered IA IT appliances industry

  • . Established a joint venture Transtouch Technology Inc. with Fujitsu (Japan) to manufacture LCD Touch Panel in Taiwan and officially enter the photoelectric communication industry

  • 2001 . Successfully launched DVD-RAM 4.7GB/9.4GB CD-RW . Successfully launched 4.7GB DVD-R

  • . Launched and showcased the first “Simple PDA” with a full Chinese operating system

  • . Launched #1 export brand “Mr. Data” in Taiwan market

  • . Dazhu factory received CD-P (CD Jewel case) ISO 9002 certification

  • . Obtained Patent on Low-Profile Compact Disk Case

  • . Obtained Patent on Compact Disc Container with Locking Tube

  • . LinKou Industrial Zone obtained ISO 9002 certification on stampers for CD-R/RW, CD-ROM, and DVD-ROM manufacturing

  • . 16X, 20X and 24X CD-R passed the industry-leading compatibility with global popular recorders/players, and are recommended by recorder makers

  • 2002 . DVD-RAM 4.7GB version 2.1 obtained compatibility test certification from DVD Forum Class A Verification Laboratory.

  • 4 -

  • . DVD-R 4.7GB 1X recording obtained product verification from DVD

Forum Class A Verification Laboratory.

  • . DVD-R 4.7GB 2X recording obtained product verification from Pioneer, taking leadership position among Taiwanese manufacturers

  • . DVD+RW 4.7GB 1-2.4X recording obtained product verification from Philips, taking leadership position among Taiwanese manufacturers

  • . DVD-RW 4.7GB version 1.1 obtained product verification from worldwide well-known recorder makers

  • . Deltamac (Taiwan) Co., Ltd. was listed in the OTC of Taiwan1 23

  • . LinKou factory obtained ISO 9001:2000 certification

  • . Certified as the “Top 500 Excellent Import & Export Vendor of 2001” by the Ministry of Economic Affairs, R.O.C

  • . Ranked as No.30 of the Best Import & Export Performance Vendor of 2001 by the Ministry of Economic Affairs, R.O.C

  • . Honorably listed as Taiwan 50 Index in TSEC

  • . Obtained the 10th award for industrial technology advancement granted by the Ministry of Economic Affairs, R.O.C

  • . 32X, 40X, 48X and 52X CD-R were well compatible with global famous recorders/players and recommended by popular recorder makers

  • 2003 . Established CMC Nano-Technology R&D Department

  • . DVD+R 4.7GB 2.4X and 4X obtained product verification from Philips, taking leadership position among Taiwanese manufacturers

  • . DVD-R 4.7GB 4X recording obtained product verification from global popular recorder makers

  • . CD-RW Ultra Speed 24X obtained Product Verification from Philips, taking leadership position among Taiwanese manufacturers

  • . CMC received IRMA (International Recording Media Association) certified plant on pre-recorded media

  • . CMC Culture Foundation was awarded with the 6th Arts & Business Awards by Taiwan Council for Cultural Affairs

  • . Fortune (Jiangsu) Multimedia (Nantong Factory) obtained the Award from Nantong City for the city’s “Top 10 Export Enterprise from Foreign Investment,” “Top 10 Foreign Investment Enterprises,” and the 1st place for both “Double Excellence” Single Award (2nd industry), and the “Forward Cup” by the Nantong Gangzha Economic Development Zone Administration Committee

  • 2004 . Received the 2nd Golden Root Award by the Taiwan Industrial Technology Association

  • . DVD+R 4.7GB 8X obtained product verification from Philips, taking leadership position among Taiwanese manufacturers

  • . Received Vendor Excellence Award from Taiwan Photonics Society

  • . DVD+R Part 1, Single Layer, 4.7GB 16X obtained product verification from Philips, taking leadership position among Taiwanese manufacturers

  • . DVD+R Part 2, Dual Layer, 8.5GB 2.4X obtained product verification from Philips, taking leadership position among Taiwanese manufacturers

  • 5 -

  • 2005 . Formed “Mobile TV Strategic Alliance” with Nokia, local Taiwanese broadcasters, radio stations, and telecommunicators, to develop DVB-Handheld cable TV platform.

  • . Received the 2nd Information Storage Industry Contribution Award from TISA . Received 2005 Vendor Excellence Award from Taiwan Photonics Society

  • 2006 . CMC 's IA products – Portable Karaoke Station, MP3 Player, and PAV portable audio & video player–were awarded with the Best Golden Diamond Product Award from the Republic of China Consumers Association

  • . DVD+R Part 2, Dual Layer, and 8.5GB 8X media obtained product verification and full certification from Philips Format Verification Laboratory

  • . DVD-R Dual Layer, 8.5GB 4X media obtained product verification and full certification from Class-A Verification Laboratory

  • . HD DVD-R 15GB 1X SL Blu-ray media obtained the world’s only product verification from Class-A Verification Laboratory

  • . CMC Culture Foundation Received the 8th Arts & Business Award from the Council for Cultural Affairs, Executive Yuan (Taiwan, R.O.C)

  • 2007 . BD-R SL 1-2X obtained Product Verification from Class-A Verification Laboratory, taking leadership position among Taiwanese manufacturers

  • . LinKou factory obtained OHSAS 18001:1999 certification

  • . ZhongLi Plant Obtained certification of OHSAS 18001:1999

  • .8cmDVD+R Dual Layer 2.6GB 2.4X media obtained product verification and full certification from Philips Standards & Format Verification Laboratory

  • . DVD-R Dual Layer 8.5GB 8X media obtained product verification and full certification from Class-A Verification Laboratory

  • . BD-RE SL 1-2X obtained product verification from Class-A Verification Laboratory, taking leadership position among Taiwanese manufacturers

  • . HD DVD-R Single Layer 15GB 2X Blu-ray obtained product verification from Class-A Verification Laboratory

  • . BD-R SL 4X obtained product verification from Class-A Verification Laboratory, taking leadership position among Taiwanese manufacturers

  • . Received 2006 Golden Trade Award and ranked as No. 52 of the “Best Import & Export Performance Vendor” as well as “Top 500 Excellent Import & Export Vendor of 2006” by the Ministry of Economic Affairs, R.O.C

  • . HD DVD-RW 2X obtained product verification from Class-A Verification Laboratory15G

  • 2008 . BD-R 25GB 6X media obtained product verification from Philips Standards & Format Verification Laboratory.

  • . BD-ROM SL media obtained product verification from Philips Standards & Format Verification Laboratory.

  • . Taiwan Chi Yuan Culture Foundation was awarded with the 9th Arts & Business Awards by the Taiwan Council for Cultural Affairs

  • 2009 . CMC was awarded the 7th Annual Taiwan Golden Root Award by TITA

  • . DVD-R CSS download EST type obtained Product Verification from Class-A Verification Laboratory and Certification for Compatibility from Drive

  • 6 -

Manufacturers

. Awarded with “Best Employer of 2009” by Taoyuan, Hsinchu and Miaoli Employment Services Center, Vocational Training Bureau, Council of Labor Affairs, Executive Yuan

  • . Awarded with the 3rd Magistrate Evergreen Business Excellent Awards

  • . Received 2008 Golden Trade Award and ranked as No. 79 of the “Best Import & Export Performance Vendor” as well as “Top 500 Excellent Import & Export Vendor of 2008” by the Ministry of Economic Affairs, R.O.C.

  • 2010 . Fortune (Jiangsu) Multimedia Co., Ltd. was awarded with "2009-2010 Annual Cultural Export Enterprise Prize" by the Ministry of Commerce, the Ministry of Culture, the National Radio and Television Administration, and the State Administration of Press, Publication, Radio, Film and Television of the People's Republic of China

  • . The shares of Transtouch Technology Inc. were officially listed on April 28

  • . BD-R 6X DL received the disc factory product compatibility certification

  • . BD-R DL 6x-speed 50GB media received product verification from Blu-ray Disc Association

  • . Received 2009 Golden Trade Award and ranked as No. 66 of the “2009 Best Import & Export Performance Vendor” as well as “Top 500 Excellent Import & Export Vendor of 2009” by the Ministry of Economic Affairs, R.O.C.

  • 2011 . BD-R from LinKou 3rd Plant received PAS 2050:2008 product carbon footprint verification certificate

  • . CMC Blu-ray discs (BD-R 6X SL) passed the ambient temperature80℃/80RH% humidity/750hr durability test from TÜ V Rheinland Group. Test result shows that CMC Blu-ray disc data storage is valid at room temperature (25℃) for 50 years

  • . BD-R DISC received Carbon Footprint label certifications from Taiwan Electrical and Electronic Manufacturers’ Association’s (TEEMA)

  • . Obtained ISO 14064-1 greenhouse gas certification in Linkou 3rd Plant

  • 2012 . CMC Blu-ray discs (BD-R 6X SL) passed the ambient temperature80℃/80RH% humidity/900hr durability test from TÜ V Rheinland Group. Test result shows that CMC Blu-ray disc data storage is valid at room temperature (25℃) for 70 years

  • . CMC Blu-ray discs (BD-RE 2X SL) passed the ambient temperature/80RH% humidity/600hr durability test from TÜ V Rheinland Group. Test result shows that CMC Blu-ray disc data storage is valid at room temperature (25℃) for 30 years

  • . DVDR from LinKou 3rd Plant, LinKou 2nd plant, ZhongLi 1st plant, and YangMei 2nd plant received PAS 2050:2011 product carbon footprint verification certificate

. CMC Blu-ray discs (BD-R 6X DL) passed the ambient

  • temperature80℃/80RH% humidity/600hr durability test from TÜ V Rheinland Group. Test result shows that CMC Blu-ray disc data storage is valid at room temperature (25℃) for 30 years

  • . Fortune (Jiangsu) Multimedia Co., Ltd. was awarded "2011-2012 Annual Cultural Export Enterprise Prize" by the Ministry of Commerce, the Department of Publicity, the Ministry of Culture, the National Radio and Television Administration, and the State Administration of Press, Publication, Radio, Film,

  • 7 -

and Television of the People’s Republic of China. The Company also received 2011-2012 Central Cultural Industry Project Funding from the Ministry of Commerce, the Ministry of Culture, and the Ministry of Finance of the People's Republic of China

  • 2013 . CMC DVDR received Carbon Footprint label certifications from Taiwan Electrical and Electronic Manufacturers’ Association’s (TEEMA)

  • . CMC Culture Foundation was awarded the certificate of appreciation from Eden Social Welfare Foundation

  • 2014 . CMC Magnetics Corp. acquired the occupational safety certificate of merit award of the North District Association of the Occupational Safety and Health Administration, Ministry of Labor.

  • 2015 . 5 factories under CMC Magnetics Corp. passed the healthy workplace authentication by the Health Promotion Administration, Ministry of Health and Welfare

  • 2016 . Received the 1st Safety and Health Award in 2016 by the Department of Labor, 2017 Taoyuan City Government

  • 2017

  • . CMC Magnetics Provided long-term sponsorship to the cultural industry (including chess institutes and art and culture organizations), and was awarded the 13th Arts & Business Awards by the Taiwan Council for Cultural Affairs

  • 2018 . Archival Disc passed ISO16963 international certification

  • 2019 . BD-R XL 4x-speed 100GB media profile received verification from Blu-ray Disc Association

  • . Acquired the business of the world renowned storage media brand Verbatim subsidiaries

  • in America, Europe, Australia, and Hong Kong for 100% shareholding, patent, trademarks, technology, and channels, etc.

  • 2020 . Verbatim GmbH officially launched the E-sports brand "SUREFIRE" in Europe, providing storage and accessories products for electronic sports games

  • 8 -

Chapter 3 Corporate Governance Report

==> picture [715 x 401] intentionally omitted <==

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

=========================================================================================================
I. Organization
(I) Organization Chart of the Company
Shareholders
Audit
Board of
Remuneration
Auditing
Chairman
General
Office
Office
Investment Office Legal Office Research & Business Group
Development Center Photoelectric Product Procurement Office Human Resources
Finance and Accounting Information Technology
----- End of picture text -----

  • 9 -

(II) Department Functions

  1. Audit Office: In charge of auditing Company's operational status, analysis of anomaly, and suggestions for improvements

  2. Human Resource Office: In charge of

    • (1) Employee recruitment, hiring, payroll management, training, consulting, and employee service

    • (2) Sanitation of the plant, and the management of staff meal, shuttle buses, and dormitory

    • (3) Plant security protection, access control, water and electrical maintenance, plant maintenance, and hardware maintenance

    • (4) Enforcement and management of labor safety, security, and environmental related matters

  3. 3.Procurement Office: In charge of all procurement matters of the production business units

  4. 4.Photoelectric Product Business Group: In charge of production, marketing and sales of optical disc and photoelectric products.

  5. 5.Research & Development Center: In charge of the new product R&D, improvement of manufacturing process and equipment, product specifications, and more.

  6. 6.Information Technology Office: System maintenance, management, and the design, planning, and deployment of both hardware and software.

  7. 7.Legal Office: In charge of the contract review and draft; trademark and patent application, and legal disputes as well as advice provisions.

  8. 8.Finance and Accounting Investment Office: Each department is responsible for the following:

    • (1) Accounting Department: Responsible for accounting system establishment, accounting and tax treatment, costing, operational cost analysis, and more.

    • (2) Finance Department: Responsible for capital scheduling, transactions with financial institutions, cashier, stock affairs, and other related businesses.

    • (3) Investment Department: Responsible for the Company’s domestic and foreign investment evaluation, follow-up tracking and audit businesses.

  9. (III) Functional Committees

  10. 1.Audit Committee: To oversight the responsibilities listed as per below:

    • (1) The fair presentation of the Company's financial reports.

    • (2) Appointment or dismissal of the certifying CPAs and evaluation of their independence and performance.

    • (3) The effective implementation of the Company's internal control system.

    • (4) The compliance to relevant regulations and rules.

    • (5) Management of existing or potential risks.

  11. 2.Remuneration Committee: Improving the compensation system for Directors and managerial officers of the Company

  12. 10 -

  13. II. Information of the Directors, Supervisors, General Managers, Deputy General Managers, Assistant Managers and the Heads of Each Department and Branch

(I) Directors and Supervisors

  1. Directors and Supervisors’ names, genders, nationalities or residence, professional and academic experiences, current positions of the Company and other companies, commencement date, term of office, date of initial appointment, shares held by oneself, spouse, minor children, and others in the name of others, professional knowledge, and independence:

April 20, 2021

Position Nationality/
Place of
Registration
Name Gender Date First
Elected
Term Shareholding When Elected Current Sh areholding Spouse and M
Shareh
inor’s Current
olding
Shareholdin g by Nominees Major Experience
(Education)
Other Position Concurrently
Held at the Company and
Other Companies
(Note 1)
Executives, Dire
who Are Spouse
ctors or Superviso
s or within the Se
Kinship
rs
cond Degree of
Note
Date Elected
(R.O.C.)
Number
of Shares
Percentage
of Ownership
Number
of Shares
Percentage of
Ownership
Number
of Shares
Percentage of
Ownership
Number of
Shares
Percentage of
Ownership
Position Name Relationship
Chairman R.O.C. Wong,
Ming-Sen
Male 671202 3 133,697,296 7.30% 91,978,038 7.94% Spouse
29,566.296
2.55% 0 0% Agricultural Engineering
Department of National
Taiwan University
Chairman and Director of the
partial subsidiaries of CMC
Group, Legal Representative of
Chung-Hsin Electric &
Machinery Manufacturing
Corp and Château Capital
Group
Senior
Deputy
General
Manager
Director
Yang, Li-Jung
Tsai Wong,
Ya-Li
Spouse
Second-degree
relative
Note 2
20180612
Director R.O.C. Yang, Ya-Hsiu Female 20000614 3 13,372,373 0.73% 9,612,762 0.83% 0 0% 0 0% Commercial Department of
National Taiwan University
Director of the partial
subsidiaries of CMC Group
None None None None
20180612
Director R.O.C. Kuo,
Junne-Huey
Male 20060615 3 82,618 0.00% 55,471 0.00% 0 0% 0 0% Department of Accounting
Soochow University
General Manager of Taiwan
Power Company
Director of Legal
Representative of China
Petrochemical Development
Corporation
None None None None
20180612
Director R.O.C. Tseng, Yi-An Male 20030513 3 1,686,286 0.09% 1,132,206 0.10% 0 0% 0 0% Department of Information
Engineering, Chun Yuan
Christian University
None None None None None
20180612
Director R.O.C. Tsai,
Tsung-Han
Male 20030513 3 2,280,542 0.12% 1,531,201 0.13% 0 0% 0 0% Department of Chemistry,
University of California,
Berkeley
School of Dental Medicine,
TUFTS University
None None None None None
20180612
Director R.O.C. Tsai Wong,
Ya-Li
Female 20090616 3 2,077,648 0.11% 1,394,974 0.12% 0 0% 0 0% National Tainan Girls'
Senior High School
None Chairman Wong,
Ming-Sen
Second-degree
relative
None
20180612
  • 11 -
Position Nationality/
Place of
Registration
Name Gender Date First
Elected
Term Shareholding When Elected Current Sh areholding Spouse and M
Shareh
inor’s Current
olding
Shareholdin g by Nominees Major Experience
(Education)
Other Position Concurrently
Held at the Company and
Other Companies
(Note 1)
Executives, Dire
who Are Spouse
ctors or Superviso
s or within the Se
Kinship
rs
cond Degree of
Note
Date Elected
(R.O.C.)
Number
of Shares
Percentage
of Ownership
Number
of Shares
Percentage of
Ownership
Number
of Shares
Percentage of
Ownership
Number of
Shares
Percentage of
Ownership
Position Name Relationship
Director R.O.C. Yeh,
Min-Cheng
Male 19970614 3 2,660,777 0.15% 1,786,498 0.15% Spouse
117,719
0.01% 0 0% Department of Industrial
Engineering, Chun Yuan
Christian University
None None None None None
20180612
Director R.O.C. Chen,
Hsien-Tai
Male 19940614 3 5,895,282 0.32% 3,710,497 0.32% Spouse
2,273,873
0.20% 0 0% Chemical Engineering
Department of Taiwan
Provincial Tainan Industrial
High School
None None None None None
20180612
Independent
Director
R.O.C. Shiau,
Fung-Shyung
Male 20120615 3 0 0% 0 0% 0 0% 0 0% Ph.D. in economics
conferred by Chinese
Culture University
Independent Director of
EASTECH Co., Ltd.,
Independent Director of Wayi
International Digital
Entertainment Co., Ltd.,
Supervisor of China City,
Independent Director of
Transtouch Technology inc.
None None None None
20180612
Independent
Director
R.O.C. Wu,
Cheng-Hsiu
Male 20120615 3 1,680,000 0.09% 0 0% 0 0% 0 0% Passed Higher Examination
for Lawyers
Independent Director of
DELTAMAC (TAIWAN) Co.,
Ltd., Independent Director of
Transtouch Technology Inc.,
Legal Advisor of Lih Pao
Construction Co., Ltd.
None None None None
20180612
Independent
Director
R.O.C. Lee, Ming-Yen Female 20150602 3 0 0% 0 0% 0 0% 0 0% Finance & Legal Science
Major at Department of Law
in Fu Jen Catholic
University
Special Assistant to Chairman
of Premier Capital
Management Corp., Director of
Sunriser Medical Co., Ltd.,
Supervisor of Premier Assets
Management Corporation
None None None None
20180612

Note 1: Please refer to page 320 for the concurrent positions in the related enterprises.

Note 2: Where the Chairman of the Board of Directors and the General Manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given the related information of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (ways such as appointing Independent Directors, and a majority of the Directors may not serve concurrently as an employee or managerial officer).

  • 12 -

2. Professional Qualifications and Independence Analysis of the Directors and Supervisors

April 20, 2021

April April April April April April April April April April April April 20, 2021
Qualifications
Name
Meeting One of the Following
Professional Qualification Requirements,
Together with At Least Five Years
of Work Experience
Status of independence (Note 1) Number of
Other Public
Companies
where the
Individual
Concurrently
Serves as an
Independent
Director
An Instructor or
Higher Position in
a Department of
Commerce, Law,
Finance,
Accounting, or
Other Academic
Department
Related to the
Business Needs in
a Public or Private
Junior College,
College or
University
A Judge, Public
Prosecutor,
Attorney, Certified
Public Accountant,
or Other
Professional or
Technical
Specialist who Has
Passed a National
Examination and
Has Been Awarded
a Certificate in a
Profession
Necessary for the
Business




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

1
2 3 4 5 6 7 8 9 10 11 12
Wong, Ming-Sen None
Yang, Ya-Hsiu None
Kuo, Junne-Huey None
Tseng, Yi-An None
Tsai, Tsung-Han None
Tsai Wong, Ya-Li None
Yeh, Min-Cheng None
Chen, Hsien-Tai None
Shiau, Fung-Shyung 3
Wu, Cheng-Hsiu 2
Lee, Ming-Yen None

Note 1: Please check “ ” the corresponding boxes if the Directors and Supervisors meet the following conditions during the two years prior to the nomination and during the term of office.

  • (1) Not an employee of this Company or its affiliates.

  • (2) Not a Director or Supervisor of the Company's affiliates. Not applicable in cases where the person is an Independent Director of the Company's parent company or any subsidiary appointed in accordance with the Regulations Governing the Appointment of Independent Directors and Compliance Matters for Public Companies or other local laws and regulations.

  • (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 amount of 1% or more of the total number of outstanding shares of the Company or is ranked in the top 10 in shareholdings.

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the above persons in the preceding three subparagraphs.

  • (5) Not a Director, Supervisor, or employee of an institutional shareholder that directly holds 5% or more of the total number of issued shares of the Company, or that ranks among the top 5 in shareholdings, or that designates its representative to serve as a Director or Supervisor of the Company under Paragraph 1 or 2, Article 27 of the Company Act (except for an Independent Director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (6) Not a Director, Supervisor or employee of a company controlled by the same person who has shares over half of the Company's Director seats or voting rights (except for an Independent Director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (7) Not a Chairman, General Manager, or employee of another company or institution who, or whose spouse, is a Director, Supervisor, or an employee holding an equivalent position of the Company (except for an Independent Director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (8) Not a Director, Supervisor, managerial officer, or shareholder holding 5% or more of the shares of a specified company or institution that has a financial or business relationship with the Company (except for a specific company or institution holding more than 20% but less than 50% of the total issued shares of the Company and concurrently serving as an Independent Director, as appointed in accordance with the Act or the laws and regulations of the local country, at the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (9) Not a professional individual, sole proprietorship, partnership, owner of a company or institution, partner, Director, Supervisor, managerial officer or spouse thereof that provides auditing service for the Company or any of its affiliates, or provides commercial, legal, financial, or accounting service with cumulative remuneration less than NT$500,000 in the past two years. However, this does not apply in cases where members of the Remuneration Committee, the Review Committee for Public Tender Offer or the Special Committee for Mergers and Acquisitions perform their functions in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.

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

  • (11) Not a condition 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.

  • 13 -

(II) Information of the General Manager, Deputy General Managers, Assistant Managers, and the Heads of Each Department and Branch April 20, 2021

Position Nationality Name Gender Date Elected
(R.O.C.)
Shareho lding Spouse & Mi nor Shareholding Shareholdin g by Nominees Major Experience (Education) Other Position Concurrently
Held at Other Companies
(Note 1)
M
who Are S
D
anagerial Officer
pouses or within th
egree of Kinship
e Second Note
Number
of Shares
Percentage
of Ownership
Number
of Shares
Percentage
of Ownership
Number
of Shares
Percentage
of Ownership
Position Name Relationship
General
Manager
R.O.C. Wong,
Ming-Sen
Male 19781202 91,978,038 7.94% Spouse
29,566,296
2.55% 0 0% Agricultural Engineering Department
of National Taiwan University
Chairman and Director of the partial
subsidiaries of CMC Group Director;
Representative of Chung-Hsin Electric &
Machinery Manufacturing Corp and Château
Capital Group
Senior Deputy
General
Manager
Yang,
Li-Jung
Spouse Note 2
Executive
Deputy
General
Manager
R.O.C. Yang, Ya-Hsiu Female 19850502 9,612,762 0.83% 0 0% 0 0% Commercial Department of National
Taiwan University
Director of the partial subsidiaries of CMC
Group
None None None None
Senior
Deputy
General
Manager
R.O.C. Yang, Li-Jung Female 19781202 29,566,296 2.55% Spouse
91,978,038
7.94% 0 0% Department of Chinese Language and
Literature, National Chung Hsing
University
Director of the partial subsidiaries of CMC
Group
General
Manager
Wong,
Ming-Sen
Spouse None
Deputy
General
Manager
R.O.C. Huang,
Ying-Yen
Male 20080901 0 0.00% 0 0% 0 0% Administration Institute of Fu Jen
Catholic University
Director of the partial subsidiaries of CMC
Group
None None None None
Deputy
General
Manager
Japan Sekiyama
Takayuki
Male 20171001 0 0.00% 0 0% 0 0% OSAKA SANGYO UNIVERSITY None None None None None
Accounting
Controller
R.O.C. Yang, Pi-Yin Female 20180612 0 0.00% 0 0% 0 0% Research Institute of National Taipei
University
Director of the partial subsidiaries of CMC
Group
None None None None
Chief
Financial
Officer
R.O.C. Chen,
Chun-Wei
Male 20160915 0 0.00% 0 0% 0 0% Corporate Research Institute of Pace
University
Director of the partial subsidiaries of CMC
Group
None None None None

Note 1: Please refer to page 320 for the concurrent positions in the related enterprises.

Note 2: Where the Chairman of the Board of Directors and the General Manager or person of an equivalent post (the highest level manager) of a company are the same person, spouses, or relatives within the first degree of kinship, an explanation shall be given the related information of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto (ways such as appointing Independent Directors, and a majority of the Directors may not serve concurrently as an employee or managerial officer).

  • 14 -

  • III. Remuneration Paid to the Directors, Supervisors, General Manager, and Deputy General Managers in the Most Recent Fiscal Year (I) Compensation of Directors (including Independent Directors)

Unit: NT$1,000

Title Name Remuneration Paid to Directors Remuneration Paid to Directors Remuneration Paid to Directors Remuneration Paid to Directors Remuneration Paid to Directors Remuneration Paid to Directors Remuneration Paid to Directors Remuneration Paid to Directors The sum of A, B, C and
D in proportion to
Earnings After Tax (%)
(Note 10)
The sum of A, B, C and
D in proportion to
Earnings After Tax (%)
(Note 10)
Relevant Remuneration Received by D Relevant Remuneration Received by D Relevant Remuneration Received by D Relevant Remuneration Received by D irectors who Are Also Employees irectors who Are Also Employees irectors who Are Also Employees irectors who Are Also Employees Ratio of Total
Remuneration
(A+B+C+D+E+F+G) to
Net Income (Note 10)
Ratio of Total
Remuneration
(A+B+C+D+E+F+G) to
Net Income (Note 10)
Remuneration
from Invested
Business or
Companies Other
than Subsidiaries
(Note 11)
Remuneration (A) (Note 2) Severance Pay and
Pension (B)
Remuneration of Directors
(C)
Note 3)
Business execution
expenses (D)
(Note 4)
Salaries, bonus and
special subsidies (E)
(Note 5)
Severance Pay and
Pension (F)
Remuneration of Employee (G) (Note 6)
The
Company
All Companies
included into
the financial
statement
(Note 7)
The
Company
All
Companies in
Consolidated
Financial
Statements
(Note 7)
The
Company
All Companies
in
Consolidated
Financial
Statements
(Note 7)
The
Company
All
Companies
in
Consolidated
Financial
Statements
(Note 7)
The
Company
All
Companies
in
Consolidated
Financial
Statements
(Note 7)
The
Company
All
Companies
in
Consolidate
d Financial
Statements
(Note 7)
The
Company
All
companies
included into
the financial
statement
(Note 7)
The Company All companies
included into the
financial statement
(Note 7)
The
Company
All
Companies
in
Consolidated
Financial
Statements
(Note 7)
Cash
amount
Stock
amount
Cash
amount
Stock
amount
Director Wong,
Ming-Sen
0 0 0 0 200 200 120 120 0.29%
0.29%

4,315
4,315 0 0 0 0 0 0 4.17%
4.17%

None
Director Yang, Ya-Hsiu 0 0 0 0 200 200 120 120 0.29%
0.29%

5,194
5,194 0 0 0 0 0 0 4.96%
4.96%

None
Director Kuo,
Junne-Huey
0 0 0 0 200 200 120 120 0.29%
0.29%

0
0 0 0 0 0 0 0 0.29%
0.29%

None
Director Tseng, Yi-An 0 0 0 0 200 200 120 120 0.29%
0.29%

0
0 0 0 0 0 0 0 0.29%
0.29%

None
Director Tsai,
Tsung-Han
0 0 0 0 200 200 120 120 0.29%
0.29%

0
0 0 0 0 0 0 0 0.29%
0.29%

None
Director Tsai Wong, Ya-Li 0 0 0 0 200 200 120 120 0.29%
0.29%

0
0 0 0 0 0 0 0 0.29%
0.29%

None
Director Yeh, Min-Cheng 0 0 0 0 200 200 120 120 0.29%
0.29%

0
0 0 0 0 0 0 0 0.29%
0.29%

None
Director Chen, Hsien-Tai 0 0 0 0 200 200 120 120 0.29%
0.29%

0
0 0 0 0 0 0 0 0.29%
0.29%

None
Independent
Director
Shiau,
Fung-Shyung
0 110 0 0 200 200 240 252 0.40%
0.51%

0
0 0 0 0 0 0 0 0.40%
0.51%

None
Independent
Director
Wu,
Cheng-Hsiu
0 290 0 0 200 200 240 273 0.40%
0.69%

0
0 0 0 0 0 0 0 0.40%
0.69%

None
Independent
Director
Lee,
Ming-Yen
0 0 0 0 200 200 240 240 0.40%
0.40%

0
0 0 0 0 0 0 0 0.40%
0.40%

None
1. Please explain the Independent D
According to Article 20 of the Ar
home and abroad.
2. Other than disclosures in the abo
irector remuneration policy, system, standard, and structure, and the connection between the amount of remuneration and the considered factors such as their job responsibilities, risks, and working time.
ticles of Association of the Company, the remuneration paid to the Directors shall be determined by the Board of Directors based on the degree of their participation in and contributions to the business operations of the Company, as well as industry standards at
ve table,remunerationpaid to Directors forprovidingservices(e.g., providingconsultingservices as a non-employee)for all companies in consolidated financial statements in the most recentyear: None.
  • Note1: The Company shall disclose the names and remuneration of its Directors or Supervisors individually if any of the following applies. Otherwise, the Company may choose between consolidating the disclosure according to the scale of remuneration, or disclose individually by names and ways of remuneration being paid (For individual disclosures, please fill in the title, names, and amount separately. It is not necessary to fill in the scale of remuneration chart)

  • 15 -

  • (1) The names and remunerations of the “Directors and Supervisors” shall be disclosed separately if there are losses after tax in the three most recent financial statements of the financial year, however, shall not apply if the Company has posted net income after tax in the parent company only financial reports or individual financial report for the most recent fiscal year and such net income after tax is sufficient to offset the accumulated deficits.

  • (2) A company with Directors whose shareholding percentages have been insufficient for three (3) or more consecutive months during the most recent fiscal year shall disclose the remuneration of Individual Directors. A company with Supervisors whose shareholding percentages have been insufficient for three (3) or more consecutive months during the most recent fiscal year shall disclose the remuneration of individual Supervisors.

  • (3) A company with an average ratio of shares pledged by Directors or Supervisors that exceeds 50 percent in any three (3) months during the most recent fiscal year shall disclose the remuneration paid to each Individual Director or Supervisor who owns a ratio of shares pledged that exceeds 50 percent for each of these three months.

  • (4) If the total amount of remuneration received by all the Directors and Supervisors of a company from all the companies listed in its financial statements exceeds two (2) percent of its net income after tax, and the amount of remuneration received by any individual Director or Supervisor exceeds NT$15 million, the Company shall disclose the amount of remuneration paid to Individual Directors or Supervisors.

  • (5) Any result of evaluation made on corporate governance in the most recent year is in the last level, or any trading method changes, any trading or marketing stops, or any evaluation is rejected by the Corporate Governance Evaluation Committee in the most recent year as of the publication date of this Annual Report as a listed company.

  • (6) The average annual salary of a full-time employee of a listed company who does not hold a managerial position in the most recent year has not reached NT$500,000.

  • Note 2: Refer to the remuneration of the Directors for the most recent year (including Director's salary, position bonus, severance pay, various bonuses, incentive bonus, etc.).

  • Note 3: Refer to the amount of the remuneration for Directors approved by the Board of Directors in the most recent year.

  • Note 4: Refers to the relevant business execution expenses of the Directors in the most recent year (including transportation expenses, special allowance, various allowances, housing, cars, supply offerings, etc.). If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid to the driver in a note; however, do not calculate such as part of executive compensation.

  • Note 5: Refers to the salary, position bonus, severance, various bonuses, incentives, transportation fees, special allowance, various allowances, dormitory, cars, and other supply offerings for the Directors and concurrent employees of the most recent year (including concurrent General Manager, Deputy General Manager, other management personnel, and employees). If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid to the driver in a note; however, do not calculate such as part of executive compensation. The salary recognized in accordance with the IFRS 2 “Share-based payment,” including obtaining employee stock option certificates, restricting employee rights to new shares, and participating in cash incremental subscription shares shall also be included in the remuneration.

  • Note 6: The Directors and concurrent employees of the most recent year (including concurrent General Manager, Deputy General Manager, other management personnel, and employees) shall disclose the amount of the compensation (including stock and cash) paid by the Board of Directors in the most recent year. Those who cannot estimate the amount shall calculate based on the proportion of the actual distribution amount from last year, and complete the chart in Appendix 1.3.

  • Note 7: The total amount of remuneration paid to the Directors of the Company by all companies (including the Company) in the consolidated report shall be disclosed.

  • Note 8: The Company shall compensate each Director the total amount of remuneration and disclose the name of the Director in the associated tier interval.

  • Note 9: The total amount of remuneration paid to each Director of all companies (including the Company) in the consolidated report shall be disclosed, as well as the name of the Directors in the accordance of the associated tier interval.

  • Note 10: Net profit after-tax refers to the net income stated in the parent company only financial reports or individual financial reports

Note 11: a. This column should specify the amount of remuneration received by the Directors of the Company from the reinvested business outside the subsidiary.

  • b. If any Director of the Company receives remuneration related to a reinvestment business outside of a subsidiary, then the remuneration received by the Director of the Company from the subsidiary to the investment enterprise shall be included in Column I of the remuneration scale and rename the column to “All reinvestment businesses.”

  • c. Remuneration refers to the remuneration, compensation (including remuneration for employees, Directors, and Supervisors), and business execution fees etc. received by the Directors of the Company as a Director, Supervisor, or management personnel of a reinvested enterprise outside of a subsidiary.

  • The remuneration contents disclosed in this table are different from the concept of income specified in the Income Tax Act, thus the purpose of this table is for information disclosure only, rather than taxation purpose.

  • (II) Remunerations of Supervisors: Not Applicable. The Company has established an Audi Committee to replace the authority of the Supervisors.

  • 16 -

(III) Remunerations of the General Manager and Deputy General Manager

Position Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Severance Pay and
Pension (B)
Severance Pay and
Pension (B)
Bonus and Allowance
(C)
(Note 3)
Bonus and Allowance
(C)
(Note 3)
Employee's
Compensation (D)
(Note 4)
Employee's
Compensation (D)
(Note 4)
Employee's
Compensation (D)
(Note 4)
Employee's
Compensation (D)
(Note 4)
Subtotal of (A+B+C+D) as
a % of net profit after tax
(Note 8)
Subtotal of (A+B+C+D) as
a % of net profit after tax
(Note 8)
Remuneration
from Invested
Business or
Parent
Company
Other than
Subsidiaries
(Note 9)
The
Company
All companies
in the financial
statement
(Note 5)
The
Company
All
companies
included
into the
financial
statement
(Note 5)
The
Company
All
companies
included
into the
financial
statement
(Note 5)
The Company All companies
included into the
financial statement
(Note 5)
The
Company
All companies
included into
the financial
statement
(Note 5)
Cash
amount
Stock
amount
Cash
amount
Stock
amount
General Manager Wong,
Ming-Sen
15,744 15,744 207 207 0 0 300 0 300 0 14.63 14.63 None
Executive Deputy
General Manager
Yang,
Ya-Hsiu
Senior Deputy
General Manager
Yang,
Li-Jung
Deputy General
Manager
Huang,
Ying-Yen
Deputy General
Manager
Sekiyama
Takayuki
  • 17 -
Range of Remuneration Paid to the General Manager and Deputy General Manager Name of General Manager and Deputy General Manager Name of General Manager and Deputy General Manager
The Company (Note 7) All companies included into the financial statement
(Note 8) E
Less than NT$1,000,000 0 0
NT$1,000,000 (inclusive)~NT$2,000,000 (exclusive) Huang, Ying-Yen Huang, Ying-Yen
NT$2,000,000 (inclusive)~NT$3,500,000 (exclusive) Yang, Li-Jung Sekiyama Takayuki Yang, Li-Jung Sekiyama Takayuki
NT$3,500,000 (inclusive)~NT$5,000,000 (exclusive) Wong, Ming-Sen Wong, Ming-Sen
NT$5,000,000 (inclusive)~NT$10,000,000 (exclusive) Yang, Ya-Hsiu Yang, Ya-Hsiu
NT$10,000,000 (inclusive)~NT$15,000,000 (exclusive) 0 0
NT$15,000,000 (inclusive)~NT$30,000,000 (exclusive) 0 0
NT$30,000,000 (inclusive)~NT$50,000,000 (exclusive) 0 0
NT$50,000,000 (inclusive)~NT$100,000,000 (exclusive) 0 0
Over NT$100,000,000 0 0
Total 5 5
  • Note 1: The name of General Manager or Deputy General Managers shall be identified specifically, and the various payments shall be summarized and then disclosed. If a Director also serves as the General Manager or Deputy General Manager, please fill in this table and Table 1-1 or Table 1-2-1 and Table 1-2-2.

  • Note 2: Please specify the salary, duty allowance and severance paid to the General Managers and Deputy General Managers in the most recent year.

  • Note 3: Please specify the bonus, reward, transportation allowance, special allowance, various allowances, and provision of such tangible objects as dormitory and car, as well as other remunerations, received by the General Managers and Deputy General Managers in the most recent year. If housing, vehicle or other means of transportation, or personal expenses are provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, disclose compensation paid to the driver in a note; however, do not calculate such as part of executive compensation. The salary recognized in accordance with the IFRS 2 “Share-based payment,” including obtaining employee stock option certificates, restricting employee rights to new shares, and participating in cash incremental subscription shares shall also be included in the remuneration.

  • Note 4: Refers to the remuneration (including stock and cash) for the General Managers and Deputy General Managers paid by the Board of the Directors in the most recent year. Those who cannot estimate the amount shall calculate based on the proportion of the actual distribution amount from last year, and complete the chart in Appendix 1.3.

  • Note 5: The total amount of remuneration paid to each General Manager and Deputy General Manager of all companies (including the Company) in the consolidated report shall be disclosed.

  • Note 6: The aggregate of the remuneration to each president or vice president by the Company shall include the General Manager's or Deputy General Manager's name disclosed in the relevant space of the following table.

  • Note 7: The aggregate of the remuneration paid to each of the Company's General Managers and Deputy General Managers by the companies included into the consolidated financial reports (including the Company) shall include the president's and vice president's names disclosed in the relevant space of the following table.

  • Note 8: Net profit after-tax refers to the net income stated in the parent company only financial reports or individual financial reports

  • Note 9: a. This column should specify the amount of remuneration received by the General Managers and Deputy General Managers of the Company from the reinvested business outside the subsidiary (please fill in” None” if none)

  • b. If the Company's General Managers and Deputy General Managers have received remuneration form investees beyond subsidiaries, please include the same into Section E in the following table and changed the name of the section into "all investees".

  • c. The remuneration shall refer to the remuneration, compensation, employee bonus and professional practicing fees received by the Company's General Managers and Deputy General Managers who acted as the Directors, Supervisors or managerial officers of investees other than subsidiaries.

  • The remuneration contents disclosed in this table are different from the concept of income specified in the Income Tax Act, thus the purpose of this table is for information disclosure only, rather than taxation purpose.

  • 18 -

(IV) Name and status of the managers who allocate employee remuneration:

Unit: NT$1,000

Unit: NT$1,000
Job Title
(Note 1)
Name
(Note 1)
Stock amount Cash amount Total Ratio of Total
Amount to Net
Income (%)
Managerial
Officer
Deputy General
Manager
Huang,
Ying-Yen
N/A 480 480 0.43%
Deputy General
Manager
Sekiyama
Takayuki
Chief Financial
Officer
Chen,
Chun-Wei
Accounting
Controller
Yang, Pi-Yin
  • Note 1: Please disclose the name and job title individually, while the allocation of earnings may be summarized and then disclosed.

  • Note 2: The value of remunerations approved to be assigned to managers by the Board of Directors in the most recent year (including shares and cash). If it is impossible to estimate the value planned to be distributed this year, follow the actual value distributed last year and calculated proportionally. The earnings after tax refers to the earnings after tax in the most recent year. If the IFRSs are adopted, the earnings after tax shall refer to the earnings after tax identified in the entity or individual financial statement for the most recent year.

  • Note 3: For the applicability of managers, follow the Tai-Cai-Zheng-San No. 0920001301 letter dated March 27, 2003.

  • (1) General Manager and equivalents;

  • (2) Deputy General Manager and equivalents;

  • (3) Assistant Manager and equivalents;

  • (4) Chief of Financial Dept.;

  • (5) Chief of Accounting Dept.;

  • (6) Any other persons in charge of the Company's affairs and entitled to sign instruments on behalf of the Company.

  • 19 -

  • (V) A cross-analysis of the percentage of total remuneration paid to the Directors, Supervisors, General Manager and Deputy General Manager, etcetera, of the Company as a percentage of net profit after tax of the individual financial reports in the most recent two years of the Company and consolidated statements, as well as the relevance between remuneration policies, standards, and the composition of the remuneration payment to the procedures of determining remuneration and business performance:

  • Analysis of the proportion of the total remuneration of Directors, supervisors, General Managers and Deputy General Managers of the Company paid by the Company and all companies in the consolidated financial statement to net profit after tax in individual financial statements of the past two years:

Unit: NT$1,000

financial statements of the past two years: financial statements of the past two years: Unit: NT$1,000 Unit: NT$1,000
Year Total Remuneration Paid to the Director, General
Manager, and DeputyGeneral Manager

Percentage of total net profit after tax
(%)
The Company Companies in the
consolidated financial
statements
The Company Companies in the
consolidated financial
statements
108 19,091 19,226 8.35% 11.47%
109 19,624 20,024 17.67% 16.04%
  • 2.Relevance between remuneration policies, standards, and the composition of the remuneration payment to the procedures of determining remuneration and business performance:

In accordance with Article 27 of the Articles of Association, if the Company is profitable in the year, it shall be paid at least 1% for the employee's remuneration and not more than 1.5% for the Director's remuneration. The remuneration of the managers includes salary and bonus. The salary shall be reported to the Board of Directors for approval by the Remuneration Committee in accordance with the provisions of salary of the Company, and the bonus is given as per the value of their contribution.

Directors emoluments include business execution fees and Director remuneration, in which the business execution fee is a fixed remuneration and Director remuneration shall be reported to the Board of Directors for approval by the Remuneration Committee in accordance with the articles of association of the Company, the degree of participation in the operation of the Company (e.g., management performance assessment results reviewed by the Board of Directors) and the value of their contribution, and in consideration of the standard of the domestic industry, and/or the industry in the same field.

  • 20 -

IV. The State of the Company’s Implementation of Corporate Governance

  • (I) The state of operations of the Board of Directors: 7 meetings were held by the Board of Directors in the Fiscal Year of 2020. The attendance of Directors is listed as per below:
Position Name
(Note 1)
Attendance in Person Attendance
by Proxy
Actual Attendance (%)
(Note 2)
Note
Chairman Wong,
Ming-Sen
7 0 100%
Director Yang, Ya-Hsiu 4 3 57%
Director Kuo,
Junne-Huey
7 0 100%
Director Tseng, Yi-An 7 0 100%
Director Tsai,
Tsung-Han
4 3 57%
Director Tsai Wong,
Ya-Li
7 0 100%
Director Yeh,
Min-Cheng
7 0 100%
Director Chen,
Hsien-Tai
4 3 57%
Independent
Director
Shiau,
Fung-Shyung
7 0 100%
Independent
Director
Wu,
Cheng-Hsiu
5 2 71%
Independent
Director
Lee, Ming-Yen 7 0 100%
Other matters to be recorded:
I.
If any of the following circumstances occurs, the meeting date, period, content, qualified opinion and resolution
made by any Independent Director should be specified.
(1) Matters specified in Article 14-3 of the Taiwan Securities and Exchange Act.
(2) Aside from matter stated above, any other Board meeting resolutions that have been objected to or retained by
Independent Directors with a record or written statement.
Board of Directors
Content of Motion and Follow-up
Matters
specified in
Article 14-3 of
the Securities
and Exchange
Act
Objections or
Reservations by
Independent
Directors
The 14th meeting
of the 14th session
March 4, 2020
1. Intended to dispose of the shares of Benmeng
Photoelectric Co., Ltd. held by the Company.
V
Independent Director's Opinion: None
Handling of Independent Director's Opinion by the Company: None
Resolution result: Approved by all Directors present at the meeting
The 15th meeting
of the 14th session
March 27, 2020
1. The suitability and independence evaluation
and appointment of the Company’s Certified
Accountant.
V
2. 2019 annual statement of internal control
system.
V
Independent Director's Opinion: None
Handling of Independent Director's Opinion by the Company: None
Resolution result: Approved by all Directors present at the meeting
  • 21 -
The 18 th meeting
1. The Company intended to sell the land and
buildings in Guishan District, Taoyuan City.
V
of the 14th session
Independent Director's Opinion: None
August 13, 2020
Handling of Independent Director's Opinion by the Company: None
Resolution result: Approved by all Directors present at the meeting
1. Amended the Company's "Internal Audit
System", "Accounting Professional Judgment
The 19 th meeting
Procedure, Accounting Policy and Estimation
Change
Process",
"Management
of
V
of the 14th session
Applicable International Financial Reporting
November 12,
Standards" and "Accounting System".
2020
Independent Director's Opinion: None
Handling of Independent Director's Opinion by the Company: None
Resolution result: Approved by all Directors present at the meeting
II. Regarding recusals of Directors from voting due to conflicts of interests, the names of the Directors, contents of
motions, reasons for recusal, and results of voting shall be specified:
On January 16, 2020, the Board of Directors of the Company discussed the distribution of the year-end bonus for
2019. The related party of interest, Director Yang, Ya-Hsiu, withdrew from the discussion and voting.
III. The assessment implementation status of the Board of Directors, please refer to [Table 1].
IV. Assessment of enforcement for the function of Board of Directors in the current and most recent years (i.e.
establishment of Audit Committee and improving the transparency of information):
1. The Company has established an Audit Committee, which shall be formed by 3 Independent Directors and
meet at least once per quarter to exercise the functions and powers prescribed by the Securities and Exchange
Act, the Company Act, and other regulations. Please refer to #page 22# of this annual report for the operation
of the Audit Committee.
2. The Company has established a Remuneration Committee, which is unanimously approved by all the attending
Directors to appoint the Independent Directors Wu, Cheng-Hsiu, Shiau, Fung-Shyung, and Lee, Ming-Yen as
members of the Committee, in which the meeting should be held at least twice per year. Please refer to #page
32# of this annual report for the operation of the Remuneration Committee.
  • Note 1: For a Director or Supervisor who is a corporation, please specify the corporate shareholder's name and its representative's name.

  • Note 2: (1) If a Director or Supervisor resigns before the end of the accounting year, the resignation date shall be noted in the "Remarks" column. His or her attendance rate (%) will be calculated on the basis of number of Board meetings held during his or her tenure and number of such meetings attended.

  • (2) If a Director or Supervisor is re-elected before the end of the accounting year, the names of the current and previous Director or Supervisor shall be listed and their appointment status and re-election date shall be noted in the "Remarks" column. Their attendance rate (%) to Board session shall be calculated based on the number of meetings called and the actual number of sessions they attended, during the term of office.

  • 22 -

Table 1: The assessment implementation status of the Board of Director

Assessment
cycle
(Note 1)
Assessment
period
(Note 2)
Assessment
range
(Note 3)
Assessment
approach
(Note 4)
Content
(Note 5)
1. The Board of
Directors
2. Members of
the Board of
Directors
3. Functional
committees
(Remuneratio
n Committee
and Audit
Committee)
In accordance
with the
questionnaire
responded by
members of
the company’s
Board of
Directors and
each
functional
committee
(Audit
Committee
and
Remuneration
Committee),
and actual
meeting status,
to conduct
analysis and
sorting.
1. The criteria for evaluating the performance of the Board of Directors,
which should cover the following five aspects: Participation in the
operation of the Company; Improvement of the quality of the Board of
Directors' decision making; Composition and structure of the Board of
Directors; Election and continuing education of the Directors; and
internal control.
2. The criteria for evaluating the performance of the Board members (on
themselves or peers), should cover the following six aspects:
Alignment of the goals and missions of the Company; Awareness of
the duties of a Director; Participation in the operation of the
Company; Management of internal relationship and communication;
The Director's professionalism and continuing education; and Internal
control.
3. The criteria for evaluating the performance of functional committees
should cover the following five aspects: Participation in the operation
of the Company; Awareness of the duties of the functional committee;
Improvement of quality of decisions made by the functional
committee; Makeup of the functional committee and election of its
members and Internal control.
  • Note 1: Fill out the frequency of the evaluation of the Board of Directors, e.g. once a year.

  • Note 2: Fill in the period covered for the assessment of the performance of the Board of Directors, for example: The assessment period of the performance of the Board of Directors is from January 1, 2020 to December 31, 2020.

  • Note 3: The evaluation scopes include the assessment of the performance of the Board of Directors, individual members of the Board of Directors, and functional committee.

  • Note 4: Methods of evaluations include the self-evaluation of the Board, self-evaluation by individual Board members, peer review, and evaluation by appointed external professional institutions, experts, or other appropriate methods.

  • Note 5: the evaluation contents shall include at least the following items according to the scope of evaluation:

  • (1) The assessment of the performance of the Board of Directors, at a minimum, including participation in the operation of the Company; The quality of the Board of Directors' decision making; Composition and structure of the Board of Directors; Election and continuing education of the Directors; and Internal control.

  • (2) The assessment of the performance of the individual member of the Board of Directors, at a minimum, including alignment of the goals and missions of the Company; Awareness of the duties of a Director; Participation in the operation of the Company; Management of internal relationship and communication; The Director's professionalism and continuing education; and Internal control.

  • (3) The assessment of the performance of the functional committee, at a minimum, including participation in the operation of the Company; Awareness of the duties of the functional committee; The quality of decisions made by the functional committee; Makeup of the functional committee and election of its members and Internal control.

  • 23 -

(II) Operation of the Audit Committee:

The Audit Committee has held 5 meetings (A) in the most recent fiscal year. The attendance of the Independent Directors is listed as per below:

Position Position Name Name Attendance in
Person (B)
Attendance by
Proxy
% of Actual
Attendance (B/A)
(Note)
% of Actual
Attendance (B/A)
(Note)
Note
Independent
Director
Shiau,
Fung-Shyung
5 0 100%
Independent
Director
Wu, Cheng-Hsiu 3 2 60%
Independent
Director
Lee, Ming-Yen 5 0 100%
Audit
(1)










(2)




(3)




(4)
Committee’ s annual tasks aggregate
The tasks of the Audit Committee mainly include the following:
1.
The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and
Exchange Act.
2.
Assessment of the effectiveness of the internal control system.
3.
The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for
handling financial or business activities of a material nature, such as acquisition or disposal of assets,
derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
4.
Matters in which a Director is an interested party.
5.
Asset transactions or derivatives trading of a material nature.
6.
Loans of funds, endorsements, or provision of guarantees of a material nature.
7.
The offering, issuance, or private placement of equity-type securities
8.
The hiring or dismissal of a certified public accountant, or their compensation.
9.
The appointment or discharge of a financial, accounting, or internal audit officer.
10.
Annual financial reports and second quarter financial reports audited and certified by the CPAs.
Audit and review financial reports
The Board of Directors has created the business report, financial statements, and appropriation of earnings for recent
year. The financial statements are verified by PwC Taiwan, which issued a verification report. The above-mentioned
business report, financial statements, and appropriation of earnings are approved by the Audit Committee and it is
considered that there is no disagreement.
Assessment of the effectiveness of the internal control system
Audit Committee assesses the effectiveness of the design and execution of the Company’s internal control system
(includes control measures in finance, operation, risk management, information security, regulation compliance,
etc.), and review the regular reports of the Company’s audit department and certified accountants such as risk
management and regulation compliance.
The operating status in 2020
Board of Directors
Meeting Date
Date
Content of Motion and Follow-up
Matters
specified in
Article 14-5 of
the Securities
and Exchange
Act
Other
resolutions
passed by two
thirds of all
Directors but yet
to be approved
by the Audit
Committee
The 15th meeting of
the 14th session
March 27, 2020
1. The suitability and independence evaluation and
appointment of the Company’s Certified Accountant.
V
2. 2019 annual statement of internal control system.
V
Resolution result of the Audit Committee (March 27, 2020) : Approved by all directors
present at the meeting.
Handling of the opinion of the Audit Committee by the Company: Approved by all
Board of Directors
Meeting Date
Date
Content of Motion and Follow-up Matters
specified in
Article 14-5 of
the Securities
and Exchange
Act
Other
resolutions
passed by two
thirds of all
Directors but yet
to be approved
by the Audit
Committee
The 15th meeting of
the 14th session
March 27, 2020
1. The suitability and independence evaluation and
appointment of the Company’s Certified Accountant.
V
2. 2019 annual statement of internal control system. V
Resolution result of the Audit Committee (March 27, 2020) : Approved by all directors
present at the meeting.
Handling of the opinion of the Audit Committee by the Company: Approved by all
  • 24 -
Directorspresent at the meeting.
The 18 th meeting
of the 14th
session
August 13, 2020
1. The Company intended to sell the land and buildings in
Guishan District, Taoyuan City.
V
Resolution result of the Audit Committee (August 13, 2020) : Approved by all directors
present at the meeting.
Handling of the opinion of the Audit Committee by the Company: Approved by all
Directors present at the meeting.
The 19 th meeting
of the 14th
session
November 12,
2020
1. Amended the Company's "Internal Audit System",
"Accounting Professional Judgment Procedure,
Accounting Policy and Estimation Change Process",
"Management of Applicable International Financial
Reporting Standards"and"Accounting System".
V
Resolution result of the Audit Committee (November 12, 2020): Approved by all directors
present at the meeting.
Handling of the opinion of the Audit Committee by the Company: Approved by all
Directors present at the meeting.
Other matters to be recorded:
I. With regard to the implementation of the Audit Committee, if any of the following circumstances occurs, the dates,
terms of the meetings, contents of motions, all Audit Committee resolutions, and the Company's handling of such
resolutions shall be specified:
(1) Matters specified in Article 14-5 of the Securities and Exchange Act.
(2) Aside from matter stated above, other resolutions passed by two thirds of all Directors but yet to be approved by
the Audit Committee.
II.Regarding recusals of Independent Directors from voting due to conflicts of interests, the names of the Independent
Directors, contents of motions, reasons for recusal, and results of voting shall be specified: None.
III.Communication between the Independent Directors, chief internal auditor, and CPAs (including the key items,
methods, and results of audit of finances and operations)
(1) The Company holds regular Audit Committee meeting. Besides having the internal audit officers who shall attend
the meeting, the Company will invite accountants and relevant supervisors to attend as required.
(2) The Audit Committee is formed by all Independent Directors of the Company. The internal audit officers would
meet with the Independent Directors before the end of each month to provide audit report for the Directors’
review and signature. In addition, the audit officers would regularly meet with the Independent Directors and
accountants twice every year to ensure a good communication.
Date
Way of
communication
Motion
Results
January 16,
2020
Meeting
Discuss the preliminary views on
the audit plan, risk assessment
and key audit matters in 2019.
All the Independent Directors present at
this meeting had no opinion.
March 27,
2020
Corporate
governance meeting
Accountants report and explain
the verification status and result
of the individual and consolidated
financial reports of 2019.
The Audit Committee passed the financial
report 2019 and submitted it to the Board
of Directors for approval, and announced
and reported to the competent authority as
scheduled.
August 13,
2020
Corporate
governance meeting
Accountants report and explain
the verification status and result
of the individual and consolidated
financial reports of the first half
of 2020.
The Audit Committee passed the financial
report for the first half of 2020 and
submitted it to the Board of Directors for
approval, and announced and reported to
the competent authority as scheduled.
December 30,
2020
Meeting
Discuss the preliminary views on
the audit plan, risk assessment
and key audit matters in 2020.
All the Independent Directors present at
this meeting had no
opinion.
(3) The Audit Committee shall meet with the Company's CPA on a regular basis every year to review and verify the
financial statements with, and communicate matters according to relevant laws and regulations.
  • 25 -

(III)Corporate Governance Implementation Status and Deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof

Thereof
Evaluation Item Implementation Status (Note) Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
I. Does the Company establish
and disclose its corporate
governance best-practice
principles based on the
Corporate Governance
Best-Practice Principles for
TWSE/TPEx Listed
Companies?
The Company has formed a “Corporate
Governance Best-Practice Principles” to
protecting shareholders' rights and interests,
strengthening the functions of the Board of
Directors, respecting the rights and interests of
the stakeholders, and enhancing the transparency
of information
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
II. Shareholding structure &
shareholders' rights
(I)
Does the Company establish
internal operating procedures
or policies to handle
shareholder suggestions,
doubts disputes and lawsuits
and implemented such
procedures or policies?
(II) Does the Company
possess a list of major
shareholders and list of
ultimate owners of these
major shareholders?
(III) Has the Company established
and enforced risk control and
firewall systems with its
affiliate companies?
(IV) Has the Company adopted
internal rules prohibiting
company insiders from
trading securities using
information not disclosed to
the market?



(I)
The Company has set up a website to
collect shareholder’s suggestions, and
positions for spokesperson, and legal office
to handle shareholders’ suggestions, doubts,
and litigations.
(II) The Company would by law report the
changes to the shareholdings of the internal
employees, including Directors, managers,
and shareholders who hold more than 10%
of the shares on the website the public
information observatory on a monthly
basis.
(III) The Company has established the
“Measures for Governance and Supervision
of Subsidiaries” to ensure that all financial
activities are operated in accordance with
the internal control system.
(IV) The Company has established an “Insider
Trading Policy” to prohibit internal
employees from trading securities using
undisclosed market information.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
In line with the
Corporate Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
  • 26 -
Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
Companies.
III. Composition and
responsibilities of the Board of
Directors
(I)
Is the composition of the
Board of Directors
determined by taking
appropriate policy based on
diversity and ensure the
actual implementation?
(II) In addition to the
Remuneration Committee and
Audit Committee, has the
Company voluntarily
established other functional
committees?
(III) Has the Company established
standards to measure the
performance of the Board,
and does the Company
implement such annually?
Does it report the results of
the performance evaluation to
the BOD and use them as a
reference for each Director's
remuneration and nomination
of term renewal?




(I)
1.
The Company is governed by the
diversification policy of the “Corporate
Governance Best-Practice Principle”, in
which members of the Board of Directors
have different professional backgrounds,
genders and working fields, so it helps to
improve the board structure of the
Company.
2.
Current Board of Directors in office is
composed of 11 Directors, including 3
independent Directors. The experienced
members are well equipped with expertise
in finance, business and management. In
alignment with the policy of gender
equality promotion, the ratio goal of female
Board members is 25% and above.
Currently, there are 11 Directors include 3
female Board members are appointed,
reaching 27%. Please refer to Table 2 for
detailed information.
(II) The Company has established a
Remuneration Committee and
the Audit Committee; other functional
committees will be formed according to the
future operational needs to strengthen the
supervision and management function of
the Board of Directors.
(III) The Company has established a “Board
Assessment Management Method” and
regularly conducts performance appraisal
every year and submit the results of
performance assessments to the Board of
Directors, to improve the function,
operational efficiency, and reference in the
nomination and additional office term of
the Board of Directors of the Company.
The result of the assessment (submitted on
March 25, 2021) is based on the
questionnaire responded by members of the
Company’s Board of Directors and each
functional committee (Audit Committee and
Remuneration Committee) and actual
meetingstatus,to conduct analysis and
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
In line with the
Corporate Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
  • 27 -
Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
sorting. The overall operation result is
“nearly strongly agree” (average is
approximate 4.6 points, 1 strongly disagree,
2 disagree, 3 neutral, 4 agree, 5 strongly
agree.) , giving a positive appraisal.
Evaluating matters and results are listed as
the followings:
1. Evaluation of the performance of the
Company’s Board of Directors
(1) Evaluating items cover five aspects:
Participation in the operation of the
Company; Improvement of the
quality of the Board of Directors'
decision making; Composition and
structure of the Board of Directors;
Election and continuing education of
the Directors; and Internal control.
(2) Evaluating result: the Board of
Directors and operating team have
great communication and respect
professions, enable the Board
members to grasp the operating
status.
2. Board members’ evaluation
(1) Evaluating items cover six aspects:
Alignment of the goals and missions
of the Company; Awareness of the
duties of a Director; Participation in
the operation of the Company;
Management of internal relationship
and communication; The Director's
professionalism and continuing
education; and Internal control.
(2) Evaluating result: Directors
(including Independent Directors) are
professional and responsible. They
have great communication and the
meetings are going smoothly.
3. Evaluation of the performance of
functional committee
(1) Evaluating items cover five aspects:
Participation in the operation of the
Company; Awareness of the duties of
the functional committee;
Improvement of quality of decisions
made by the functional committee;
Makeup of the functional committee
and election of its members and
Internal control.
(2) Evaluating result: Independent
Directors can perform operation of
each functional committee
  • 28 -
Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
(IV) Does the Company regularly
assess on the independence of
CPAs?
independently and effectively.
(IV) The Company shall evaluate the
independence of the CPA voluntarily once a
year, in line with the “Regulations for the
Appointment and Administration Changes
of CPA firm and CPA” and report the results
for resolutions in Audit Committee meeting
on March 27, 2020 and Board of Directors
meeting on March 27, 2020. Both Yu,
Shu-Fen and Chang, Shu-Chiung (CPA)
from PwC Taiwan are qualified with the
independence assessment standards, and are
eligible to obtain the CPA position for the
Company.
The important evaluation categories of the
CPA are listed as per below:
1. The CPA has not been a Director or an
Independent Director of the Company or
its affiliated enterprise presently or in the
last two years.
2. The CPA is not a shareholder of the
Company or its affiliated enterprises.
3. The CPA is not remunerated by the
Company or its affiliated enterprises.
In line with the
Corporate Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
IV. Does the Company appoint
adequate persons and a chief
governance officer to be in
charge of corporate governance
matters (including but not
limited to providing Directors
and Supervisors required
information for business
execution, assisting Directors
and Supervisors in following
laws and regulations, handling
matters in relation to the Board
meetings and shareholders'
meetings and keeping minutes
at the Board meetings and
shareholders' meetings
according to law)?
(I) The Company has appointed a chief corporate
governance officer, and the finance and
accounting investment office of the
Company is in charge of the corporate
governance related affairs. Main
responsibilities are as follows:
1. Develop and plan appropriate corporate
systems and organizational structures to
promote the independence of the Board
of Directors, corporate transparency, the
compliance of laws and regulations, and
the implementation of internal audit and
control.
2. Consult and develop meeting agenda
before the Board meeting, and notify all
Directors to attend the meeting at least 7
days before the meeting to facilitate the
Directors' understanding of the meeting
topics, and shall provide prior notice if
there are potential topics related to the
stakeholders which should be avoided as
necessary.
3. Register the date of shareholders'
meeting every year before the due date
prescribed by law. Prepare and report the
meetingnotice,handbook,and minutes
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
  • 29 -
Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
before the due date. Apply for
registration change after an amendment
of the articles or a re-election of
Directors have taken place.
(II) The status of continuing education hours of
the chief corporate governance officer,
please refer to page 42 in this annual report.
V. Does the Company establish
communication channels and a
dedicated section on the
Company website for
stakeholders (including but not
limited to shareholders,
employees, customers, and
suppliers) to respond to
material corporate social
responsibility issues in a proper
manner?
The Company has established the position of a
spokesperson and a deputy spokesperson.
Depending on the stakeholders, it may instruct
the Accounting and Investment Management
Office, the Human Resources Office, the
Purchasing Office and other departments to
establish appropriate communication channels
with all stakeholders to maintain legal rights of
both parties, with contact information for
spokespersons and business teams on the
Company's website.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
VI. Does the Company appoint a
professional shareholder
service agency to deal with
shareholder affairs?
The Company has appointed KGI Securities Co.,
Ltd. as the professional stock service agency for
shareholder affairs.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
VII. Information disclosure
(I)
Has the Company established
a corporate website to
disclose information
regarding the Company's
financial, business, and
corporate governance status?
(II) Has the Company established
any other information
disclosure channels (e.g.
maintaining a website in
English, designating people
to handle information
collection and disclosure,
appointing spokespersons,
webcasting investors'
conference, etc.)?
(III) Does the Company announce
and declare the annual
financial report within two
months after the end of the
fiscal year? Does it announce
and declare the first, second
and third quarter financial
reports and operating
conditions of each month as

(I)
The Company has established
Mandarin/English
websitehttp://www.cmcnet.com.tw/maintai
ned by professional, to disclose finance,
business, stock affairs, corporate
governance, and other related information
for investor’s reference.
(II) The Company has established the
spokesperson system, in which a
professional is in charge of collecting the
important information of the Company and
disclosing at the “Public Information
Observatory” according to the operating
procedures prescribed by the competent
authority. The spokesperson/deputy
spokesperson would make unified
statement to the public.
(III) The Company publicly announces and
registers the financial reports for the first,
second and third quarters as well as its
operating status for each month. They are
all in line with related principles from the
competent authority.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
  • 30 -
Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
soon as possible before the
prescribed period?
VIII.Does the Company have other
important information that
helps to understand the
operation of corporate
governance?
(I)
Employee’s rights, interests,
and care
(II) Investor relation
(III) Supplier relations
(IV) Stakeholders’ rights



(I)
The Company upholds respect for human
rights and eliminates all forms of forced
labor and employment discrimination. The
Company promise that human resource
policy will be regardless of race, class,
language, thought, religion, party, place of
birth, gender tendency, age, marriage,
appearance, facial features, and trade union
status; for employment conditions,
compensation, welfare, training, assessment
and promotion, the Company also strives
for fairness. For the possibility of harming
the rights and interests, the Company also
set up multiple channels such as employee
symposiums, publicity sessions, suggestion
boxes and grievance lines to help
employees provide advice and achieve
harmonious labor relations.
(II) The Company's website has an investor
relations area. Exposing financial stocks
and corporate governance and other assets.
Relevant information and instant
announcement in accordance with the
regulations on the website of the public
information observatory designated by the
competent authority. Relevant information
and instant announcement in accordance
with the regulations on the website of the
public information observatory designated
by the competent authority.
(III) In accordance with the internal control
system and ISO quality process system of
CMC, including the requisition,
procurement process and feeding, quality
acceptance process, payment verification
process, etc.
(IV) The Company has a variety of channels to
communicate with interested parties to
safeguard the legitimate rights and interests
of both parties.

In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
  • 31 -
Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
(V) Continuous education and
training and the Directors
(VI) Risk management policies
and risk evaluation
implementation standards
(VII) Implementation of customer
policies
(VIII) What is the circumstance of
the Company purchasing
liability insurance for the
Directors?



(V) Please refer to Table 3 “Directors' Training
of the Company”.
(VI) Please refer to page 311 Management's
Discussion and Analysis of Financial
Condition and Risk Factors.
(VII) The Company maintains a good
communication channel with its customers
on weekdays, keeps control of customer
order requirements, and regularly tracks
customer payment progress, in order to
create profitability of the Company while
taking into account the control of customer
credit risk.
(VIII) The Company purchases liability insurance
with an upper limit of USD10 million in
order to meet the requirements of the
competent authority and protect the
Directors from personal liability and
financial losses caused by third-party
litigation due to the execution of their
duties.
Companies.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
In line with the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies.
(IX) Improvements made in the most recent fiscal year in response to the results of corporate governance evaluation
conducted by the Corporate Governance Center of the Taiwan Stock Exchange Corporation, and improvement
measures and plans for items yet to be improved.
(I) Indicators of improvement drawn from the seventh Corporate Governance Evaluation in comparison with last
year’s result:
1. The Company has revised its dividend policy and disclosed the specific and accurate dividend policy in the
annual report.
2. The Company pays dividends in the year under evaluation, which are distributed within 30 days after the
ex-dividend base date.
3. An information security risk management structure has been set up and exposed on the Company's website.
4. Planning on referring to The International Covenant of Human Rights, establishing human-rights-protected
policy and specific managing programs.
(II) Priorities and measures to be undertaken from the result of the seventh Corporate Governance Evaluation:
1. Disclose the Connection between the Performance Evaluation and Remuneration of Directors and Managers.
2. Intends to develop an intellectual property management plan which is linked to the operational target.
  • 32 -
Evaluation Item Evaluation Item Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
[Table 2] Diversification of Board Members Industrial experience and professional expertise
Business Administration
Decision-Making
Industrial Knowledge
Finance and Accounting
Legal matters
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
V
Diversified
Core
Competences
Name
of Director
Basic composition Industrial experience and professional expertise
Nationality Gender Serve concurrently
as the Company's employees
Tenure of
Independent Director
Business Administration Decision-Making Industrial Knowledge Finance and Accounting Legal matters
Under 3 years 3 to 9 years Over 9 years
Wong,
Ming-Sen
R.O.C. Male V V V V
Yang,
Ya-Hsiu
R.O.C. Female V V V V
Kuo,
Junne-Huey
R.O.C. Male V V
Tseng,
Yi-An
R.O.C. Male V
Tsai,
Tsung-Han
R.O.C. Male V
Tsai Wong,
Ya-Li
R.O.C. Female V V
Yeh,
Min-Cheng
R.O.C. Male V V
Chen,
Hsien-Tai
R.O.C. Male V
Shiau,
Fung-Shyung
R.O.C. Male V V V V
Wu,
Cheng-Hsiu
R.O.C. Male V V
Lee,
Ming-Yen
R.O.C. Female V V V
  • 33 -
Evaluation Item Evaluation Item Evaluation Item Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Implementation Status (Note) Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Deviations from the
Corporate
Governance
Best-Practice
Principles for
TWSE/TPEx Listed
Companies and
Reasons Thereof
Yes No Description
[Table 3] Status of Continued Studies Taken by Directors in Year 2020 Training
Hours
3
3
3
3
3
3
3
3
3
3
3
3
3
Position Name Date Training Institution Course Name Training
Hours
Chairman Wong,
Ming-Sen
2020.08.06 Taiwan Corporate Governance
Association
How Corporates Strengthen
Their Strategy Execution
3
Chairman Wong,
Ming-Sen
2020.11.11 Taiwan Corporate Governance
Association
Director and Supervisor
Responsibility Based on
Illegal Cases in Securities
Market
3
Director Yang,
Ya-Hsiu
2020.08.06 Taiwan Corporate Governance
Association
How Corporates Strengthen
Their Strategy Execution
3
Director Yang,
Ya-Hsiu
2020.11.11 Taiwan Corporate Governance
Association
Director and Supervisor
Responsibility Based on
Illegal Cases in Securities
Market
3
Director Kuo,
Junne-Huey
2020.08.06 Taiwan Corporate Governance
Association
How Corporates Strengthen
Their Strategy Execution
3
Director Kuo,
Junne-Huey
2020.11.11 Taiwan Corporate Governance
Association
Director and Supervisor
Responsibility Based on
Illegal Cases in Securities
Market
3
Director Yeh,
Min-Cheng
2020.11.11 Taiwan Corporate Governance
Association
Director and Supervisor
Responsibility Based on
Illegal Cases in Securities
Market
3
Independent
Director
Shiau,
Fung-Shyun
g
2020.08.06 Taiwan Corporate Governance
Association
How Corporates Strengthen
Their Strategy Execution
3
Independent
Director
Shiau,
Fung-Shyun
g
2020.11.11 Taiwan Corporate Governance
Association
Director and Supervisor
Responsibility Based on
Illegal Cases in Securities
Market
3
Independent
Director
Wu,
Cheng-Hsiu
2020.08.06 Taiwan Corporate Governance
Association
How Corporates Strengthen
Their Strategy Execution
3
Independent
Director
Wu,
Cheng-Hsiu
2020.11.11 Taiwan Corporate Governance
Association
Director and Supervisor
Responsibility Based on
Illegal Cases in Securities
Market
3
Independent
Director
Lee,
Ming-Yen
2020.08.06 Taiwan Corporate Governance
Association
How Corporates Strengthen
Their Strategy Execution
3
Independent
Director
Lee,
Ming-Yen
2020.11.11 Taiwan Corporate Governance
Association
Director and Supervisor
Responsibility Based on
Illegal Cases in Securities
Market
3

Note: Reasons for checks of "Yes" or "No" of status should be specified in "Summary Description" column.

  • (IV) The composition, responsibilities and operation of the Company's Salary and Remuneration Committee:

  • 34 -

  • Professional Qualifications and Independence Analysis of the Remuneration Committee Members

Title
(Note 1)
Qualifications
Name
Meeting One of the Following
Professional Qualification Requirements,
Together with At Least Five Years of Work
Experience
Meeting One of the Following
Professional Qualification Requirements,
Together with At Least Five Years of Work
Experience
Meeting One of the Following
Professional Qualification Requirements,
Together with At Least Five Years of Work
Experience
Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Status of independence (Note 2) Number of Other Public
Companies in Which the
Individual is Concurrently
Serving as a Remuneration
Committee Member
Note
An
instructor
or higher
position in
a
departmen
t of
commerce
, law,
finance,
accountin
g, or other
academic
departmen
t 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
Specialist who
Has Passed a
National
Examination
and Has Been
Awarded a
Certificate in a
Profession
Necessary for
the Business
Has 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
Independent
Director
Shiau,
Fung-Shyung
3
Independent
Director
Wu, Cheng-Hsiu 2
Independent
Director
Lee, Ming-Yen -

Note 1: For the title, please fill in Director, Independent Director, or others.

  • Note 2: Please check “ ” the corresponding boxes if the members meet the following conditions during the two years prior to the nomination and 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 applicable in cases where the person is an Independent Director of the Company's parent company or any subsidiary appointed in accordance with the Regulations Governing the Appointment of Independent Directors and Compliance Matters for Public Companies or other local laws and regulations.

  • (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 amount of 1% or more of the total number of outstanding shares of the Company or is ranked in the top 10 in shareholdings.

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the above persons in the preceding three subparagraphs.

  • (5) Not a Director, Supervisor, or employee of an institutional shareholder that directly holds 5%or more of the total number of issued shares of the Company, or that ranks among the top 5 in shareholdings, or that designates its representative to serve as a Director or Supervisor of the Company under Paragraph 1 or 2, Article 27 of the Company Act (except for an Independent Director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (6) Not a Director, Supervisor or employee of a company controlled by the same person who has shares over half of the Company's Director seats or voting rights (except for an Independent Director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (7) Not a Chairman, General Manager, or employee of another company or institution who, or whose spouse, is a Director, Supervisor, or employee holding an equivalent position of the Company (except for an Independent Director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (8) Not a Director, Supervisor, managerial officer, or shareholder holding 5% or more of the shares of a specified company or institution that has a financial or business relationship with the Company (except for a specific company or institution holding more than 20% but less than 50% of the total issued shares of the Company and concurrently serving as an Independent Director, as appointed in accordance with the Act or the laws and regulations of the local country, at the Company and its parent or subsidiary or a subsidiary of the same parent).

  • (9) Not a professional individual, sole proprietorship, partnership, owner of a company or institution, partner, Director, Supervisor, managerial officer or spouse thereof that provides auditing service for the Company or any of its affiliates, or provides commercial, legal, financial, or accounting service with cumulative remuneration less than NT$500,000 in the past two years. However, this does not apply in cases where members of the Remuneration Committee, the Review Committee for Public Tender Offer or the Special Committee for Mergers and Acquisitions perform their functions in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.

  • (10) Not under any of the categories stated in Article 30 of the Company Act.

  • 35 -

  • Operational status of the Remuneration Committee

  • (1) There are 3 members in the Company’s Remuneration Committee.

  • (2) Current term: June 12, 2018 – June 11, 2021. There were 3 Remuneration Committee meetings (A) in the most recent year (2020). The qualifications and attendance are listed as per below:

Position Position Name Name Attendance in
Person (B)
Attendance by
Proxy
Attendance Rate (%)
(B/A)(Note 1)
Attendance Rate (%)
(B/A)(Note 1)
Note
Convener Shiau,
Fung-Shyung
3 0 100%
Committee
Member
Wu,
Cheng-Hsiu
3 0 100%
Committee
Member
Lee,
Ming-Yen
3 0 100%
Remuneration
Committer
Content of Motion and Follow-up
Resolution
The Company's
treatment of the
Remuneration
Committee's opinion
4th Session
4th meeting
2020.01.16
The Company’s year-end bonus distribution for
managers of 2019.
Approved by all
Committee members.
Proposed to, and
approved by all
attended Board
members
4th Session
5th meeting
2020.3.27
The Company’s Distribution of Employee
Remuneration and Director Remuneration for 2019.
Approved by all
Committee members.
Proposed to, and
approved by all
attended Board
members and
proposed to the report
of the shareholders’
meeting.
4th Session
6th meeting
2020.8.1
The Company’s Distribution of Director
Remuneration for 2019
Approved by all
Committee members.
Proposed to, and
approved by all
attended Board
members
Other matters to be recorded:
I. If the Board of Directors decline to adopt or modify a suggestion from the Remuneration Committee, it should specify the
date of the meeting, session, content, resolution of the Board of Directors, and the Company’s response to the opinion of
Remuneration Committee: None
II. For resolution(s) made by the Remuneration Committee with the Committee members voicing opposing or qualified
opinions on the record or in writing, please state the meeting date, term, contents of motion, and opinions of all members
and the Company's handling of said opinions: None.
Remuneration
Committer
Content of Motion and Follow-up Resolution The Company's
treatment of the
Remuneration
Committee's opinion
4th Session
4th meeting
2020.01.16
The Company’s year-end bonus distribution for
managers of 2019.
Approved by all
Committee members.
Proposed to, and
approved by all
attended Board
members
4th Session
5th meeting
2020.3.27
The Company’s Distribution of Employee
Remuneration and Director Remuneration for 2019.
Approved by all
Committee members.
Proposed to, and
approved by all
attended Board
members and
proposed to the report
of the shareholders’
meeting.
4th Session
6th meeting
2020.8.1
The Company’s Distribution of Director
Remuneration for 2019
Approved by all
Committee members.
Proposed to, and
approved by all
attended Board
members

Note 1:

  • (1)Those who have resigned from the Remuneration Committee before the end of the year, shall indicate the date of resignation in the remarks column. The actual attendance rate (%) shall be calculated based on the number of meetings of the Salary and Remuneration Committee, during their employment and their actual attendance.

  • (2) Before the end of the year, if the Salary and Remuneration Committee is re-elected, the members of the new and old Salary and Remuneration Committee shall be filled in, and the remarks column shall indicate the member as the old, new or re-election and re-election date. His or her attendance rate (%) will be calculated on the basis of number of Remuneration Committee meetings held during his or her tenure and number of such meetings attended.

  • 36 -

(V) Corporate Social Responsibility

Evaluation Item Status (Note 1) Status (Note 1) Status (Note 1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Thereof
Yes No Summary Description (Note 2)
I.
Does the Company follow the
significant principle, conducting
risk assessment of environment,
society, and corporate management
issues related to business operation,
and stipulate related risk
management policy or strategies?
(Note 3)
I.
The Company has established a Code of Practice for
Corporate Social Responsibility, while actively
implement corporate social responsibility for the
Company's overall operational activities, review and
revise it in the future based on actual
implementation.
Refer to #page 276# of the annual report for risk
assessment of environment, society, and corporate
management issues related to business operation, and
management policy.
In line with the Corporate
Responsibility Best-Practice
Principles for TWSE/TPEx
Listed Companies.
II.
Does the Company establish
exclusively (or concurrently)
dedicated first-line managers
authorized by the Board to be in
charge of proposing the corporate
social responsibility policies and
reporting to the Board?
II.
The Company promotes corporate social
responsibility by the Finance and Investment
Management Office, and regularly reports to the
Board of Directors.
In line with the Corporate
Responsibility Best-Practice
Principles for TWSE/TPEx
Listed Companies.
III.
Environmental issues
(I)
(I)Does the Company establish
proper environmental management
systems based on the characteristics
of their industries?
(II)
Does the Company endeavor to
improve utilized efficiency of each
resource, and use recycled materials
that have mild impact on
environment?
(III) Does the Company evaluate the
potential risk and chance of climate
change posing to the business now
and future, and adopt
countermeasures of issues related to
climate?
(IV) Does the Company calculate
greenhouse-gas emissions, water
consumption, and total weight of
wastes in the past two years, and set
up the policy of energy
conservation and carbon reduction,
greenhouse-gas reduction, water
consuming reduction, or other
waste management?
IV.
Social issues
(I)
Does the Company formulate
appropriate management policies
and procedures according to
relevant regulations and the
International Bill of Human
Rights?




(I)
The Company is promoted in accordance with
relevant laws and regulations such as labor safety
and health and environmental protection and
continues to promote the TOSHMS, OHSAS18001
and ISO14001 systems to provide a safe working
environment.
Certified Item
Acquired Date
Effective Date
TOSHMS
November 28,
2018
March 11,
2021
OHSAS18001
November 28,
2018
March 11,
2021
ISO 14001
November 28,
2018
November 27,
2021
(II)
The Company is committed to improving the
efficiency of the use of various resources to reduce
the amount of raw materials, waste, and reduce
environmental damage.
(III)
The Company has passed the ISO14064
International Greenhouse Gas Inventory certification,
and related products to obtain product carbon
footprint certification, and based on the operating
conditions and greenhouse gas inventory results,
established the Company's energy-saving and carbon
reduction and greenhouse gas reduction strategies, to
reduce the impact of the Company's operating
activities on climate change.
(IV)
The Company has calculated greenhouse-gas
emissions, water consumption, and total weight of
wastes in the past two years, and set up the policy of
energy conservation and carbon reduction,
greenhouse-gas reduction, water consuming
reduction, or other waste management.
(I)
The Company has established working rules and
management methods in accordance with labor laws
and regulations to protect
the legitimate rights and interests of employees, and
does not discriminate or discriminate because of:
race, class, nationality, religion, age, gender,
In line with the Corporate
Responsibility Best-Practice
Principles for TWSE/TPEx
Listed Companies.
In line with the Corporate
Responsibility Best-Practice
Principles for TWSE/TPEx
Listed Companies.
In line with the Corporate
Responsibility Best-Practice
Principles for TWSE/TPEx
Listed Companies.
In line with the Corporate
Responsibility Best-Practice
Principles for TWSE/TPEx
Listed Companies.
In line with the Corporate
Responsibility Best-Practice
Principles for TWSE/TPEx
Listed Companies.
  • 37 -
Evaluation Item Status (Note 1) Status (Note 1) Status (Note 1) Deviations from the Corporate
Social Responsibility Best
Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Thereof
Yes No Summary Description (Note 2)
(II)
Does the Company establish
employee remuneration policy
(including compensation, furlough,
and other benefits), and reflect the
corporate business performance or
achievements in the employee
remuneration?
(III) Does the Company provide a
healthy and safe working
environment and organize training
on health and safety for its
employees on a regular basis?
(IV) Does the Company provide its
employees with career
development and training sessions?
(V)
In terms of customer health and
safety and customer privacy in
marketing or labeling their
products and services, does the
Company follow related laws and
international guidelines,
establishing related consumers’
rights protected policy and
grievance procedure?
(VI) Has the Company established the
supplier management policies
requesting suppliers to comply
with relevant laws and regulations
related to environmental
protection, occupational safety and
health or labor rights and
supervised its implementation?




disability, marriage, pregnancy, sexual orientation,
and social group preferences.
(II)
The Company established working regulations,
salary management guidelines, and the standard of
calculating salary, and staff and workers’ Welfare
Committee in accordance with labor laws and
regulations; implementing employee remuneration
policy, and reflect the corporate business
performance or achievements in the employee
remuneration.
(III)
The Company continues to promote the TOSHMS,
OHSAS18001 and ISO14001 systems to provide a
safe working environment for employees, and
regularly conduct health checks for general and
special operations, paying attention to the health of
employees, and organizing health talks from time to
time to increase the concept of employees caring for
themselves.
(IV)
The Company has established education training for
employees.
(V)
The Company conducted costumer’s management
following related laws and regulations and
international guidelines, and provides product
grievance procedure to ensure consumers’ rights.
(VI)
The Company requires suppliers follow related
regulations of eco-friendly, occupational safety and
hygiene, and practiced implementation.
In line with the Corporate
Responsibility Best-Practice
Principles for TWSE/TPEx
Listed Companies.
In line with the Corporate
Responsibility Best-Practice
Principles for TWSE/TPEx
Listed Companies.
In line with the Corporate
Responsibility Best-Practice
Principles for TWSE/TPEx
Listed Companies.
In line with the Corporate
Responsibility Best-Practice
Principles for TWSE/TPEx
Listed Companies.
In line with the Corporate
Responsibility Best-Practice
Principles for TWSE/TPEx
Listed Companies.
V.
Does the Company refer to
internationally-used standards or
guidelines for the preparation of
reports such as CSR reports to
disclose non-financial information?
Are the reports certified or assured
by a third-party accreditation body?
V.
By referring to internationally-used standards or
guidelines, the Company has prepared reports such
as CSR reports to disclose non-financial information.
The report has not been certified or assured by a
third-party accreditation body.
In line with the Corporate
Responsibility Best-Practice
Principles for TWSE/TPEx
Listed Companies.
VI.
If the Company has established corporate social responsibility best-practice principles based on the "Corporate Social Responsibility Best
Practice Principles for TWSE/TPEx Listed Companies," describe the implementation and any deviations from such principles:
The Company has a "Code of Practice for Corporate Social Responsibility" which is relevant to environmental protection, community
participation, social contribution, social services, social welfare, customer rights, human rights, safety and health, etc., can be found on the
Company's website; For social responsibility strategies and implementation, please refer to #page 33# of this annual report, for the
implementation of social responsibility.
VII.
Other important information to facilitate a better understanding of corporate social responsibility practices:
(I) Environmental protection:
According to the test conducted by approved Environmental Protection Agency (as per contract of the Company), the substances emitted into
the air are volatile organic gases, and the overall emissions are lower than the regulatory standards. According to the test report, detected gas
exhaust values are in line with regulatory standards. In the care of the environment and the reduction of environmental impact, the Company
comes from my requirements with the most stringent standards. If the regulations set new standards in the future, the Company will adhere to
the new regulations.
(II) Community service, social contribution and social welfare
CMC and the Chairman,Wong,Ming-Sen,have established the CMC Culture Foundation and Taiwan Chi Yuan Culture Foundation for over
  • 38 -

Status (Note 1) Deviations from the Corporate Social Responsibility Best Evaluation Item Practice Principles for Yes No Summary Description (Note 2) TWSE/TPEx Listed Companies and Reasons Thereof nearly 2 decades. Taiwan Chi Yuan Culture Foundation aims to aim to enhance Taiwan’s occupational strength of the go, complete the go’s professional system in Taiwan, generally improve go culture level in Taiwan, and provide professional and amateur players in Taiwan with actual experience and exchanged chance in international competitions, and cultivate more brilliant talents of go. In order to let Taiwan professional go formally reach the global stage, and make Taiwanese professional go players have a stand in international go, and further improve Taiwan’s go competence. The Chairman, Wong, Ming-Sen, has been passionate about art and culture in many years, and has taken account of the combination of culture and life, therefore, he established the CMC Culture Foundation. Since the establishment of the cultural foundation, it has conducted culture-establishing works such as strongly promoting artistic cultural life, sponsoring exhibitions and performances of Taiwanese artistic crew, taking account of the conservation of traditional cultures, sponsoring researches of art history essay, and paying close attention to artistic publishing. [Taiwan Chi Yuan Culture Foundation] Founded since 2000, Taiwan Chi Yuan Culture Foundation was donated by, and inaugurated as the Chairman, Wong, Ming-Sen of the CMC Group with an aim to enhance Taiwan’s occupational strength of the go, improve the go’s professional system, and promote the cultural level in the go. Because Go can cultivate people's thinking and logical reasoning ability; the overall view of human adjustments, and the psychological resistance to setbacks; therefore, the go club also encourages people to get in touch with the Go culture and develop a professional go player system. In order to train professional go players, the go club has specially set up a student training system to allow more outstanding and potential amateur go players to enter the go club for training, and established a professional go player selection and promotion mechanism. In addition to focusing on hosting professional go tournaments domestically, Taiwan Chi Yuan also actively participates in international world tournaments and selects Taiwanese representatives for world tournaments. Four professional competitions were hold in 2020: the Tianyuan Championship, the CMC Gosei Championship, National Championship and the UMC Cup Professional Go Race as well as more than ten international world tournaments and Taiwan Representative Selection. In addition, the Taiwan Chi Yuan also co-organizes several highly iconic world tournaments, the “LG Cup Korean Daily War Chess, “GLOBIS Cup World Go Championship”, “Chunlan Cup World Professional Go Championship”, “Tsingyuan Wu Cup World Female Championship” and “Samsung Fire Cup World Go Masters Tournament”. In summary, Taiwan Chi Yuan provides professional and amateur players in Taiwan with actual experience and exchanged chance in international competitions, and cultivates more brilliant talents of go. In order to let Taiwan professional go formally reach the global stage, and make Taiwanese professional go players have a stand in international go, and further improve Taiwan’s go competence. [CMC Culture Foundation] In 2020, Covid-19 became globally rampant. Internationally renowned art museums were closed one after another, art fairs and auctions were canceled successively, and art performances were postponed, causing an unprecedented blow to the global cultural industry. In cooperation with the government's anti-pandemic regulations, the CMC Culture Foundation continued to support domestic art performance groups during the pandemic, such as sponsoring the annual winter performance of the NTU Symphony Orchestra, and also recommending and sponsoring outstanding art exhibitions, such as: purchasing the tickets to support the "Edo Elegance - Five Ukiyoe Artists Exhibition" curated by Media Sphere Communications LTD, donating money to sponsor the Paper Windmill Theater Troupe's 368 Township and Urban Children's Art Project, Godot Theater, etc., and sharing the difficulties with art groups. As the pandemic eased in October, the CMC Culture Foundation participated for the first time in the "2020 Shilin International Culture and Arts Festival" hosted by the Shilin District Office and the Government of Taipei City. The event was held in the dormitory area of the US army in Shanzihou of the historic Yangming Mountain. The Foundation provided cultural and historical lectures in collaboration with Chinese Culture University, sponsored lunch boxes for all art and cultural performance groups, and assisted the Shilin District Office to plan a two-week US-aid military model exhibition, etc., adding cultural and historical intellectual elements to the garden party, and guiding the participants to understand the unique humanistic texture of Shanzihou. In addition to the promotion and sharing of art and culture, CMC Culture Foundation also plays an important role in charitable events. It purchased all the grapes from Lu Grapes Farm in Puhsin, Changhua for a charity sale, and donated all the profit to Huashan Social Welfare Foundation. It also supports senior meal service of Eden Social Welfare Foundation and Private Pu-man Jen-Ai Home, sponsors Wan-fang Disability Center and its art creation exhibition, and funds Fu-shan Church that extremely lack of resources in building classroom in tribes to preserve aboriginal traditional culture. It hopes to deliver kindness to every corner and contributes. A combination of arts and social charity is a popular culture that CMC values more. It is the best support and encouragement for art creation ability from people with disabilities. The "City Art Gallery - The Whole City Is My Art Gallery” was held by Eden Social Welfare Foundation’s Wan-fang Disability Center and assisted by the Department of Social Welfare, Taipei City Government and funded by CMC Culture Foundation. Through united creation fair, micro-living theatre for the handicapped, and workshop, it helps people with physical and mental disabilities to connect with public, and further encourages the family of the people with disabilities to build up confidence and self-value affirmation that creates special meanings. The foundation has participated in annual presentations from Wan-fang Disability Center in recent years. The center has helped many people who are severely handicapped learn some basic skills in life and art education. Through painting, they get to express many feelings that cannot be described in words and emotions that cannot be controlled. They hold presentations every year for support and affirmation. CMC culture foundation has been participated in three consecutive years and surprisingly found that the control ability and performance of the handicapped people are getting better. Arts can be great therapy and also increases the confidence and courage of the family that creates a positive cycle. The CMC culture foundation strongly believes that arts and culture are inevitable parts of life that enrich and nourish our hearts and souls. The foundation will continue to promote arts and culture, support great artists and performing groups, promote cultural interaction, in hopes that art can elevate the living tastes and brings more positive energy and aesthetics to society.

  • Note 1: If “YES” is marked in the operating status, please illustrate the significant policies, strategies, measures, and implement that are adopted; if “NO” is marked in the operating status, please explain reasons and illustrate the plan of related policies, strategies, and measures that will be adopted in the future.

  • Note 2: The operating status shall be substituted by marking referring to the corporate social responsibility report and pages of the index if the Company has prepared the corporate social responsibility report.

  • Note 3:The significant principle refers to issues related to environment, society, and business management, bringing significant impacts on investors and shareholders of the Company.

  • 39 -

(VI) Ethical Corporate Management

Evaluation Item Status (Note 1) Status (Note 1) Status (Note 1) Deviations from the Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Thereof
Yes No Description
I.
Establishment of ethical corporate management
policies and programs
(I)
Has the Company established the ethical
corporate management policies approved by the
Board of Directors and specified in its rules and
external documents the ethical corporate
management policies and practices and the
commitment of the Board of Directors and senior
management to rigorous and thorough
implementation of such policies?
(II)
Does the Company establish assessment
mechanism for risks of unethical behaviors, and
regularly analyze and evaluate operating
activities having higher risks of unethical
behaviors within the operating scope, and thus
establish plans preventing unethical behaviors,
and at least include preventive measures set out
in paragraph 2, Article 7 of the “Ethical
Corporate Management Best Practice Principles
for TWSE/GTSM Listed Companies”?
(III)
Does the Company clearly state the operating
procedure, behavior guidelines, discipline of
violation, and grievance procedure in the
unethical behavior prevented programs, and
practice implementation, and regularly review
and amend the preceding program?



(I)
The Company has established an
Ethical Corporate Management Best
Practice Principles with reference to the
“Ethical Corporate Management Best
Practice Principles for TWSE/TPEx
Listed Companies” and has actively
implemented its operating policies.
(II)
The Company has established” Moral
Behaviors Principle”, and analyzed
operating activities with higher risks
of unethical behaviors within the
operating scope, and enhanced related
prevention measures.
(III)
The Company’s “Ethical Operation
Principle” sets program of preventing
unethical behaviors, and states
operating procedure, behavior
guidelines, and grievance system, and
practice implementation.
In line with the Ethical
Operation Principle for
TWSE/TPEx Listed
Companies.
In line with the Ethical
Operation Principle for
TWSE/TPEx Listed
Companies.
In line with the Ethical
Operation Principle for
TWSE/TPEx Listed
Companies.
II.
Fulfillment of ethical corporate management
(I)
Does the Company evaluate business partners’
ethical records and include ethics-related clauses
in the business contracts signed with the
counterparties?
(II)
Has the Company set up a dedicated unit under
the Board of Directors to promote ethical
corporate management and regularly (at least
once every year) report to the Board of Directors
the implementation of the ethical corporate
management policies and prevention programs
against unethical conduct?

(I)
The Company will assess the ethical
corporate management of business
records from vendors or business
entities in contact, and require
important suppliers to sign a “Letter of
Commitment" to indicate the terms
against improper interest.
(II)
The Company appointed the General
Accounting and Investment
Management Office, to be responsible
for establishing policy and supervision
of ethical corporate management
(presented on January 21, 2021):
1. Each Board of Directors, the
stakeholders involved in the Board
of Directors are subject to the
principle of avoidance of interests.
2. Under the supervision of the Board
of Directors, the management
personnel's financial information
disclosed to the securities
authorities on a quarterly basis is
complete, fair, accurate and
immediate.
3. The new employee training
emphasizes the importance of
integrity, and clearly prohibits
dishonesty.
4. In 2020, the total number of
participants in internal and external
education training related to
integrity operation is 370 people,
and total training hours are 1175
hours. The course contents include
product safety, labor safety,
corporategovernance,and internal
In line with the Ethical
Operation Principle for
TWSE/TPEx Listed
Companies.
In line with the Ethical
Operation Principle for
TWSE/TPEx Listed
Companies.
  • 40 -
Evaluation Item Status (Note 1) Status (Note 1) Status (Note 1) Deviations from the Ethical
Corporate Management
Best Practice Principles for
TWSE/TPEx Listed
Companies and Reasons
Thereof
Yes No Description
(III)
Has the Company established policies to prevent
conflicts of interest, provide appropriate
communication channels, and implement them
accordingly?
(IV)
Has the Company established an effective
accounting system and internal control system
for the implementation of integrity operation,
and the internal auditing unit made related audit
plan based on the assessment result of the
dishonesty risk to check the implementation of
the dishonesty prevention plan, or entrusts an
accountant to perform the check?
(V)
Does the Company regularly hold internal and
external education training for ethical corporate
management?









control and internal audit, etc.
(III)
The Company has established a policy
to prevent conflicts of interest and
providing appropriate representation
channels in the “Ethical Corporate
Management Best Practice Principles”
and “Rules of Procedure for Board of
Directors Meetings” and implemented
them.
(IV)
The Company has established an
effective accounting system and
internal control system, and the auditors
regularly check the compliance of the
internal control system.
(V)
The Company holds educational
training from time to time, to allow all
personnel fully understands the
Company's determination, policies,
prevention programs and results in
violations of dishonesty.
In line with the Ethical
Operation Principle for
TWSE/TPEx Listed
Companies.
In line with the Ethical
Operation Principle for
TWSE/TPEx Listed
Companies.
In line with the Ethical
Operation Principle for
TWSE/TPEx Listed
Companies.
III. Operation of the whistle-blowing system
(I)
Does the Company establish both a
reward/punishment system and an integrity
hotline? Can the accused be reached by an
appropriate person for follow-up?
(II)
Has the Company established the standard
operating procedures for investigating reported
misconduct, follow-up measures to be adopted
after the investigation, and related confidentiality
mechanisms?
(III)
Does the Company provide proper whistleblower
protection?


(I)
If the Company finds that it has
violated the ethical corporate
management of the business, it may
report to the Audit Committee or the
auditing unit.
(II)
The Company's “Ethical Corporate
Management Best Practice Principles”
stipulates, identity of the prosecutor and
the content of the report are kept
confidential.
(III)
The Company's “Ethical Corporate
Management Best Practice Principles”
stipulates that if a case is found to be
true, it shall be handled in accordance
with the law and the relevant penalties
of the Company.

In line with the Ethical
Operation Principle for
TWSE/TPEx Listed
Companies.
In line with the Ethical
Operation Principle for
TWSE/TPEx Listed
Companies.
In line with the Ethical
Operation Principle for
TWSE/TPEx Listed
Companies.
IV.
Enhanced
disclosure
of
ethical
corporate
management information
(I)
Does the Company disclose its ethical corporate
management policies and the results of its
implementation on the Company's website and
MOPS?

(I)
The Company has disclosed the Ethical
Operation Principle on the Company's
website and promoted the
achievements.
In line with the Ethical
Operation Principle for
TWSE/TPEx Listed
Companies.
V. 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.
The Company has established a "Code of Integrity" which is in line with the “Ethical Corporate Management Best-Practice Principles for
TWSE/TPEx Listed Companies”.
VI. Other important information to facilitate better understanding of the Company's ethical corporate management (e.g., review of and amendments to
ethical corporate management policies)
The Company shall, at all times, monitor the development of relevant local and international regulations concerning ethical corporate
management and encourage their Directors, managers and employees to make suggestions based on which the adopted ethical corporate
management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.

Note 1: Reasons for checks of "Yes" or "No" of status should be specified in "Summary Description" column.

  • 41 -

  • (VII) The Company has established a corporate governance code and the methods for query of related regulations:

The Company currently has relevant regulations such as the "Code of Corporate Governance", the "Code of Ethical Conduct" and the "Code of Conduct for Good Faith", and it is posted on the Company's website.

  • (VIII)Other important information that is sufficient to enhance the understanding on the operation of corporate governance:

  • Major information processing procedures within the Company

The Company currently has relevant regulations such as the "Ethical Code of Conduct" and the "Measures for the Prevention of Internal Transactions", and organizes educational training courses from time to time, highlighting matters that require employee attention.

  1. Continued studies and training on corporate governance taken by management personnel
Position Name Date Training Institution Course Name Training
Hours
General Manager Wong,
Ming-Sen
2020.08.06 Taiwan Corporate Governance
Association
How Corporates Strengthen Their
Strategy Execution
3
General Manager Wong,
Ming-Sen
2020.11.11 Taiwan Corporate Governance
Association
Director and Supervisor
Responsibility Based on Illegal Cases
in Securities Market
3
Executive Deputy
General Manager
Yang,
Ya-Hsiu
2020.08.06 Taiwan Corporate Governance
Association
How Corporates Strengthen Their
Strategy Execution
3
Executive Deputy
General Manager
Yang,
Ya-Hsiu
2020.11.11 Taiwan Corporate Governance
Association
Director and Supervisor
Responsibility Based on Illegal Cases
in Securities Market
3
Accounting Controller Yang,
Pi-Yin
2020.07.30 Taiwan Accounting Research and
Development Foundation
Continuing Education Training for
Chief Accounting Officers of Issuers,
Securities Firms and the Securities
Exchange
12
Financial
Officer/Corporate
Governance
Supervisor
Chen,
Chun-Wei
2020.02.12 Taiwan Accounting Research and
Development Foundation
The Legal Risks of Business
Management and the Corresponding
Ways of Internal Auditors
6
Financial
Officer/Corporate
Governance
Supervisor
Chen,
Chun-Wei
2020.08.06 Taiwan Corporate Governance
Association
How Corporates Strengthen Their
Strategy Execution
3
  • 42 -

  • (IX) Internal Control System Execution Status

  • Statement of Internal Control System

CMC Magnetics Corporation Statement on Internal Control

Date: March 25, 2021

Based on the findings of a self-assessment, CMC Magnetics Corporation states the following with regard to its internal control system during the year 2020:

  • I. The Board of Directors and management are responsible for establishing, implementing, and maintaining an adequate internal control system. Its purpose is to reasonably ensure that operational effectiveness and efficiency (including income, performance, and asset safety) and reporting are reliable, timely, and transparent, as well as to ensure compliance with relevant regulations and laws.

  • II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its 3 stated objectives above. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond control. Nevertheless, the internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.

  • III. The Company evaluates the design and operating effectiveness of the internal control system based on the criteria provided in the "Regulations Governing the Establishment of Internal Control Systems by Public Companies" (herein below, the "Regulations"). The criteria adopted by the Regulations identify 5 components of internal control based on the process of management control: 1. control environment; 2. risk assessment; 3. control activities; 4. information and communication; and 5. monitoring operations. Each key component includes several items. Please refer to the Regulations for the aforementioned items.

  • IV. The Company has evaluated the design and operating effectiveness of the internal control system according to the Regulations.

  • V. Based on the findings of such evaluation, the Company believes that, on December 31, 2020, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws and regulations

  • VI. This statement is an integral part of the Company's annual report and prospectus and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  • VII. This statement was passed by the Board of Directors in their meeting held on March 25, 2021, with none of the eleven attending Directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.

CMC Magnetics Corporation Chairman: Wong, Ming-Sen General Manager:

  • 43 -

  • If the contract accountant project examines the internal control system, it shall disclose the accountant's review report: not applicable.

  • (X) For the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, disclose any sanctions imposed in accordance with the law upon the Company or its internal personnel, any sanctions imposed by the Company upon its internal personnel for violations of internal control system provisions, and such sanctions might have significant impact on shareholders’ equity or securities prices, the sanction contents, principal deficiencies, and the state of any efforts to make improvements: None.

  • (XI) Important resolutions of the shareholders' meeting and the Board of Directors in the most recent year and up to the date of publication of the annual report:

  • Important Resolutions of the shareholders' meeting and their implementation status.

Meeting date Category Important resolutions and implementation status
June 16, 2020 Shareholders'
Meeting

1.
Adoption of the 2019 business report and financial statements.
Implementation Status: The approval ratio of this vote was
94.29%, therefore the case was passed.
2.
Adoption of 2019 Profit Distribution Plan. Implementation Status:
The approval ratio of this vote was 94.55%, therefore the case was
passed. According to the resolution of the Board of Directors, the
record date was July 25, 2020.
3.
The Company’s cash dividend of capital reserve. Implementation
Status: The approval ratio of this vote was 94.56%, therefore the
case was passed. According to the resolution of the Board of
Directors, the record date was July 25, 2020.
4.
Passed the amendment to the "Rules of Procedure for
Shareholders' Meetings” of the Company. Implementation Status:
The approval ratio of this vote was 94.55%, therefore the case was
passed. It has been published on the website of the Company and
will be processed in accordance with the revised content.
5.
Amendment to the Articles of Association of the Company.
Implementation Status: The approval ratio of this vote was
94.55%, therefore the case was passed. On July 2, 2020, the
Ministry of Economic Affairs approved the registration and it is
announced in the Company's website.
  • 44 -

2. Major Resolutions of Board Meetings:

Meeting date Category Major Resolutions Implementation
Status
January 16, 2020 Board of
Directors
None
March 4, 2020 Board of
Directors
1.
Intended to dispose of the shares of Benmeng
Photoelectric Co., Ltd. held by the Company.
Implemented
according to the
resolution.
March 27, 2020 Board of
Directors
1.
The Company’s financial report and business
report of 2019.
2.
The Company’s appropriation of earnings of
2019.
3.
The Company’s cash dividend of capital
reserve.
4.
The distribution of the employees’ and
Directors’ remuneration of 2019.
5.
Asset impairment status report of 2019.
6.
The suitability and independence evaluation
and appointment of the Company’s Certified
Accountant.
7.
2019 annual statement of internal control
system.
8.
Amendment of the “Audit Committee
procedure”.
9.
Passed the amendment to the "Rules of
Procedure for Shareholders' Meetings” of the
Company.
10. Amendment of the Articles of Incorporation of
the Company.
11. Matters related to the Company’s General
shareholders meeting in 2020.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution
Implemented
according to the
resolution
May 14, 2020 Board of
Directors
None
June 16, 2020 Board of
Directors
1.
Intended to formulate the record date of
earnings, capital reserve and cash dividends.
Implemented
according to the
resolution.
  • 45 -
Meeting date Category Major Resolutions Implementation
Status
August 13, 2020 Board of
Directors
1.
The Company intended to sell the land and
buildings in Guishan District, Taoyuan City.
2.
If the accounts receivable, other receivables,
prepayments, and refundable deposits of the
Company exceed the normal credit line or the
transaction period for more than three months
and the amount is significant, it needs to
evaluate whether to transfer the capital loans.
3.
The Company’s Distribution of Director
Remuneration for 2019.








Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution
November 12, 2020 Board of
Directors
1.
Proposal to adopt the Company's 2021 audit
plan.
2.
Amended the Company's "Internal Audit
System", "Accounting Professional Judgment
Procedure, Accounting Policy and Estimation
Change Process", "Management of Applicable
International Financial Reporting Standards"
and "Accounting System".
3.
Proposed amendments to the Company's
Operational Procedures for Financial
Statements Preparation Process.
4.
If, as of September 30, 2020, the Company
experiences the accounts receivable with a
significant amount that have not been recovered
3 months after the normal credit period, and the
payment has not been recovered after more than
3 months (such as other receivables,
prepayments, deposits and deposits) because
the amount is significant or the nature of the
payment is not contractual, the payment amount
is not related to the contract, the performance
obligations in the contract are not met or the
reason for payment disappears, it needs to
evaluate whether to transfer the capital loans.
5.
Amendment of the Company’s “Audit
Committee Procedure”.
6.
Amendment of the Company's “Rules of
Procedure for Board of Directors Meetings”,
"Rules for the Responsibilities of Independent
Directors" and “Board Assessment
Management Method”.












Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
January 21, 2021 Board of None
  • 46 -
Meeting date Category Major Resolutions Implementation
Status
Directors
March 25, 2021 Board of
Directors
1.
The Company’s financial report and business
report of 2020.
2.
The Company’s appropriation of earnings of
2020.
3.
The Company’s cash dividend of capital
reserve.
4.
Change to the Certified Accountant of
PricewaterhouseCoopers, Taiwan.
5.
The suitability and independence evaluation
and appointment of the Company’s Certified
Accountant.
6.
The Company's account receivables transferred
to capital loans as of December 31, 2020.
7.
2020 annual statement of internal control
system.
8.
Amendment to the Procedures for Acquisition
and Disposal of Assets of the Company
9.
The distribution of the employees’ and
Directors’ remuneration of 2020
10. Amendment to the Rules for Election of
Directors of the Company
11. Reelection of Directors.
































Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution
Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
  • 47 -
Meeting date Category Major Resolutions Implementation
Status
12. Nomination and consideration of Candidates for
Directors (including Independent Directors).
13. Proposal to release the newly elected Directors
of the Fifteenth Board of Directors of the
Company and their Representatives from
non-competition restrictions.
14. Matters related to the Company’s General
shareholders meeting in 2021.









Implemented
according to the
resolution.
Implemented
according to the
resolution.
Implemented
according to the
resolution.
  • (XII) In the most recent year and the date of publication of the annual report, the Director or Supervisor has different opinions on the important resolutions passed by the Board of Directors and has a record or written statement. The main content: none

  • (XIII) Summary of the resignation of the Company's Chairman, General Manager, accounting supervisor, financial supervisor, internal audit supervisor and R&D supervisor in the most recent year and the end of the annual report: none

  • 48 -

V. Information on CPA Professional Fees

  • (I) Table of tiers in CPA Professional Fee
Table of tiers in CPA Professional Fee
Name of CPA Firm Name of CPA Audit Period Note
PricewaterhouseCoopers, Taiwan Yu, Shu-Fen/ Chang,
Shu-Chiung
2020 None

Note: If there has been a change of certified public accountants or independent public accounting firm during the current fiscal year, the Company shall disclose the information regarding the audit period covered by the predecessor auditor and successor auditor as well as the reasons for change of auditors in the commentary column.

Unit: NT$ 1,000

Category of Fees
Range
Category of Fees
Range
Category of Fees
Range
Category of Fees
Range
Category of Fees
Range
Category of Fees
Range
Audit Fees Audit Fees Audit Fees Non-audit Fees Non-audit Fees Non-audit Fees Total
1 Less than NT$2,000,000
2 NT$2,000,000 (inclusive)~NT$4,000,000
3 NT$4,000,000 (inclusive)~NT$6,000,000
4 NT$6,000,000 (inclusive)~NT$8,000,000
5 NT$8,000,000 (inclusive)~NT$10,000,000
6 More than NT$10,000,000 (inclusive)
1. The non-audit fee paid to certified CPA, certified Office of CPA and affiliated companies
accounts for over one-fourth to audit fee:
Unit: NT$ 1,000
Name of
CPA Firm
Name of
CPA
Audit
Fees
Non-audit Fees Audit
Period
Note
System
Design


Compa
ny
Registr
ation
Human
Resour
ces

Others
(Note)
Subtotal
Pricewaterh
ouseCooper
s, Taiwan
Yu, Shu-Fen 6,900 0 0 0 550 550 2020 Note: Mainly
for the transfer
of fixed price
test fees and the
direct deduction
of business tax
from legal visa
fees, etc.
Chang,
Shu-Chiung
  1. The CPA Firm is altered and the audit fee in altering year is less than that in the previous year, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefor shall be disclosed: None

  2. The audit fee is reduced by over 10% compared with the previous year, the reduction in the amount of audit fees, reduction percentage, and reason(s) therefor shall be disclosed: None

  3. (II) The audit fee referred to in the previous note refers to the fee paid by the Company to the CPA for the purpose of examining and reviewing financial reports, forecast, and tax payment.

  4. 49 -

  5. VI. Information on Replacement of the CPA

None.

  • VII.Information on Service of the Company’s Chairman, General Manager, Financial or Accounting Management Personnel at the Accounting Firm or Its Affiliates Shall be Disclosed

None.

  • VIII. Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests by a Director, Supervisor, and Management Personnel with a Stake of More Than 10% During the Most Recent Fiscal Year and up to the Date of Publication of This Annual Report

Unit: Share

Unit: Share Unit: Share
Position Name 2020 As of April 20, 2021
Shareholding
Increase (Decrease)
Pledged Shares
Increase
(Decrease)
Shareholding
Increase (Decrease)
Pledged Shares
Increase
(Decrease)
Chairman Wong,
Ming-Sen
2,210,000 0 0 10,000,000
Director Yang, Ya-Hsiu 400,000 0 100,000 0
Director Kuo,
Junne-Huey
0 0 0 0
Director Tseng, Yi-An 0 0 0 0
Director Tsai,
Tsung-Han
0 0 0 0
Director Tsai Wong,
Ya-Li
0 0 0 0
Director Yeh,
Min-Cheng
0 0 0 0
Director Chen,
Hsien-Tai
(50,000) 0 (10,000) 0
Independent Director Wu,
Cheng-Hsiu
0 0 0 0
Independent Director Shiau,
Fung-Shyung
0 0 0 0
Independent Director Lee, Ming-Yen 0 0 0 0
Senior Deputy
General Manager
Yang, Li-Jung 0 0 0 0
Deputy General
Manager
Huang,
Ying-Yen
0 0 0 0
Deputy General
Manager
Sekiyama
Takayuki
0 0 0 0
Accounting
Controller
Yang, Pi-Yin 0 0 0 0
Chief Financial
Officer
Chen,
Chun-Wei
0 0 0 0

Note: The counterparties of the equity pledge are related, then the party should fill in the information on the equity pledge: None

  • 50 -

IX. Information of Relationship if among the Company's Top 10 Largest Shareholders Who Are Related, as Spouse, or within the Second Degree of Kinship of Another

April 20, 2021

NAME
(NOTE 1)
CURRENT SHAREHOLDING CURRENT SHAREHOLDING SPOUSE & MINOR
SHAREHOLDING
SPOUSE & MINOR
SHAREHOLDING
TOTAL SHAREHOLDING BY
NOMINEES
TOTAL SHAREHOLDING BY
NOMINEES
THE DESIGNATION, NAME
OR RELATION OF THE
COMPANY'S TOP 10
LARGEST SHAREHOLDERS
WHO ARE RELATED, AS
SPOUSE, OR WITHIN THE
SECOND DEGREE OF
KINSHIP OF ANOTHER.
(NOTE 3)
THE DESIGNATION, NAME
OR RELATION OF THE
COMPANY'S TOP 10
LARGEST SHAREHOLDERS
WHO ARE RELATED, AS
SPOUSE, OR WITHIN THE
SECOND DEGREE OF
KINSHIP OF ANOTHER.
(NOTE 3)
NOTE
Number
of Shares
Percentage
of Ownership
Number
of Shares
Percentage
of Ownership
Number
of Shares
Percentage
of Ownership
Designation
(Name)
Relationship
Wong,Ming-Sen 91,978,038 7.94% Spouse
29,566,296
2.55% None None Yang, Li-Jung Spouse
Yang,Li-Jung 29,566,296 2.55% Spouse
91,978,038
7.94% None None Wong,
Ming-Sen
Spouse
Concord
International
Securities Co., Ltd.
29,342,083 2.53% None None None None None None
JPMorgan Chase
Bank N.A., Taipei
Branch in custody
for Vanguard Total
International Stock
Index Fund
14,093,950 1.22% None None None None None None
JPMorgan Chase
Bank N.A. Escrow
Advanced Starlight
Advanced
Aggregate
International Share
Index
12,366,610 1.07% None None None None None None
Standard Chartered
is entrusted to hold
iShares MSCI
Emerging Markets
ETF
11,099,640 0.96% None None None None None None
Investment special
account with Citi
bank entrusted
with the
investment account
of Norges Bank
9,990,922 0.86% None None None None None None
Yang, Ya-Hsiu 9,612,762 0.83% None None None None None None
Citi (Taiwan)
Commercial Bank
was entrusted for
custodial DFA
investment in
Diversified Group
8,037,944 0.69% None None None None None None
JPMorgan Chase
Bank N.A., Taipei
Branch in custody
for Vanguard Total
International Stock
Index II Fund
7,185,000 0.62% None None None None None None

Note 1:The top ten shareholders' names shall be identified separately (in the case of corporate shareholders, the corporate shareholders' names and representatives' names shall be identified separately).

Note 2:The ratio of shareholding is calculated in terms of own shareholdings, shares held by spouse & children under age or shareholdings under the title of a third party.

Note 3:Relationship between the aforementioned shareholders (including juristic and natural persons) shall be disclosed according to Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • 51 -

  • X. The Total Number of Shares and Total Equity Stake Held in Any Single Enterprise by the Company, Its Directors and Supervisors, Managers, and Any Companies Controlled either Directly or Indirectly by the Company

Unit: Thousand Shares
December 31, 2020
Unit: Thousand Shares
December 31, 2020
Unit: Thousand Shares
December 31, 2020
Unit: Thousand Shares
December 31, 2020
Unit: Thousand Shares
December 31, 2020
Unit: Thousand Shares
December 31, 2020
Investee business
(Note 1)
Ownership by the
Company
Investment by
Directors/Supervisor/Managerial
Officers and Companies
Directly or Indirectly Controlled
by the Company


Total Ownership
Number of
Shares

Percentage
of
Ownership


Number of
Shares
Percentage of
Ownership
Number
of Shares

Percentage
of
Ownership
SUN WELL SOLAR
CORPORATION
154,991
98.82%

723

0.47%
155,714
99.29%
Transtouch Technology Inc. 15,353
52.60%

99

0.34%

15,452

52.94%
DELTAMAC (TAIWAN)
Co., Ltd.
14,892
38.91%

7,128

18.62%

22,020

57.53%
Asia 1 Entertainment Co.,
Ltd.
11,869
93.59%

372

2.94%

12,240

96.53%
SUN Q CORPORATION
LIMITED
64,052
58.20%

7,544

6.85%

71,596

65.05%
CIA Holding Corporation 29,688
86.35%

4,692

13.65%

34,380

100.00%

Note 1: The investment of the Company under equity method

  • 52 -

Cha ter 4 Ca ital Raisin Activities p p g

I. Capital and Shares

(I) Source of Capital

Unit: Thousand Shares; NT$ 1,000

Year/Month Par Value Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Note
Number
of Shares
Amount Number
of Shares
Amount Source
of
Capital
Capital Increase
by Assets Other
than Cash
Others
2019.04 10 4,500,000 45,000,000 1,726,016 17,260,163 Note 1 None None
2019.08 10 4,500,000 45,000,000 1,158,881 11,588,812 Note 2 None None

Note 1: 48,110,000 shares were withdrawn from the Treasury Shares (approved by the Ministry of Economic Affairs, April 11, 2019, Document No. 10801033420).

Note 2: 567,135,167 shares were decreased for covering losses (approved by the Ministry of Economic Affairs, August 12, 2019, Document No. 10801107180)

Share Type Authorized Capital Authorized Capital Authorized Capital Note
Issued Shares (Note) Unissued Shares Total
Common
stock
1,158,881 thousands shares 3,341,119 thousands shares 4,500,000 thousands shares Note:

Note: This Stock is the stock of a TWSE listed company, and can be traded without restriction.

General information about the reporting system: None.

(II) Status of Shareholders

April 20, 2021

April 20, 2021
Structure
Number/
Amount

Government
Agencies
Financial
Institutions

Other
Institutional
Shareholders
Domestic Natural
Persons

Foreign
Institutions and
Natural Persons
Total
Number of
shareholders
0 1 212 142,467 166 142,846
Shareholding
(shares)
0 2,199 38,255,811 991,483,170 129,140,020 1,158,881,200
Shareholding
Ratio (%)
0.00% 0.00% 3.30% 85.55% 11.15% 100%

Note:The source of data is the number of shares held by the Company as provided by the centralized custody clearing house (stock) on the day of the suspension.

  • 53 -

(III) Distribution of Shares

April 20, 2021

(III) Distribution of Shares April 20, 2021
Class of Shareholding Number of shareholders Shareholding (shares) Shareholding Ratio (%)
1~999 63,185
17,945,226

1.55
1,000~5,000 53,147
119,970,643

10.35
5,001~10,000 13,497
98,640,394

8.51
10,001~15,000 4,377
53,681,728

4.63
15,001~20,000 2,380
43,358,884

3.74
20,001~30,000 2,251
56,288,341

4.86
30,001~40,000 972
34,240,016

2.95
40,001~50,000 713
33,117,594

2.86
50,001~100,000 1,304
92,396,548

7.97
100,001~200,000 556
78,822,949

6.80
200,001~400,000 252
70,187,225

6.06
400,001~600,000 77
37,834,035

3.26
600,001~800,000 41
28,430,674

2.45
800,001~1,000,000 16
14,625,474

1.26
Over 1,000,001 78
379,341,469

32.75
Total 142,846
1,158,881,200

100.00

Note: All common shares. The Company does not release preferred share.

(IV) Major Shareholders

April 20, 2021

(IV) Major Shareholders April 20, 2021
Shareholding
Name of Major Shareholders

Shareholding (shares)
Shareholding
Ratio (%)
Wong, Ming-Sen 91,978,038 7.94%
Yang, Li-Jung 29,566,296 2.55%
Concord International Securities Co., Ltd. 29,342,083 2.53%
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Vanguard Total International Stock Index Fund

14,093,950
1.22%
JPMorgan Chase Bank N.A. Escrow Advanced Starlight Advanced
Aggregate International Share Index

12,366,610
1.07%
Standard Chartered is entrusted to hold iShares MSCI Emerging
Markets ETF

11,099,640
0.96%
Investment special account with Citi bank entrusted with the
investment account of Norges Bank

9,990,922
0.86%
Yang, Ya-Hsiu 9,612,762 0.83%
Citi (Taiwan) Commercial Bank was entrusted for custodial DFA
investment in Diversified Group

8,037,944
0.69%
JPMorgan Chase Bank N.A., Taipei Branch in custody for
Vanguard Total International Stock Index II Fund

7,185,000
0.62%
  • 54 -

(V) Share prices for the past two fiscal years, with company net worth per share, earnings per share, dividends per share, and related information

Item Year Year
2019
2020 Current Year,
up to April 20, 2021
(Note 8)
Market
Price per
share (Note
1)
Highest 12.35 10.20 12.20
Lowest 6.17 5.90 8.03
Average 8.04 8.00 9.02
Net Worth
per share
(Note 2)
Before distribution 16.59 16.37 -
After distribution 16.39 16.37 -
Earnings
per Share
Weighted
Average
Shares
(thousand shares)

1,158,811
1,158,811 -
Earnings per share (Note 3) 0.2 0.1 -
Dividends
Per Share
Cash dividends 0.20 0.70 -
Stock
dividends
Stock
dividends
appropriated
from
earnings


0
0 -
Stock
dividends
appropriated
from
capital surplus


0
0 -
Accrued
(Note 4)
Unpaid
Dividends

0
0 -
Return on
Investment
P/E Ratio (Note 5) 40.2 80 -
Price/Dividend Ratio (Note 6) 40.2 11.43 -
Cash Dividend Yield (Note 7) 2.49% 8.75% -
  • In the case of retained shares distribution or capital surplus shares distribution, please also disclose the information about the market value and cash dividend adjusted retroactively based on the quantity of shares as distributed.

  • Note 1: Please identify the highest market value and the lowest market value of the common stock in various years, and calculate the average market price for each year based on the trading value and turnover for each year.

  • Note 2: Please apply the quantity of shares already issued at the end of the year and identify the status of distribution according to the resolution made by the shareholders' meeting held in the following year.

  • Note 3: If it is necessary to make adjustment retroactively due to Free-Gratis dividends, please identify the EPS before and after adjustment.

  • Note 4: If the terms and conditions under which the equity securities are issued provide that the stock dividend retained in the year may be accumulated until the year in which there are allocable earnings available, please disclose the retained stock dividend accumulated until the then year.

  • Note 5: Price-Earnings Ratio=Average Closing Price Per Share in current year/Earnings Per Share

  • Note 6: Dividend Yield=Average Closing Price Per Share in current year/Cash Dividend Per Share

  • Note 7: Cash Dividend Yields=Cash Dividend Per Share/Average Closing Price Per Share in current year

  • Note 8: Please identify the net value per share and EPS available in the latest quarterly financial information audited (reviewed) by the independent auditor before the date of publication of the annual report, and the information available until the date of publication of the annual report in the other sections.

  • 55 -

  • (VI) Dividend Policy and Its Implementation

  • Dividends Policy in the Company's Articles of Incorporation

The earnings of the Company in the annual final accounts, if any, shall be first appropriated to pay taxes and offset accumulated losses before allocating 10% of the remaining earning to the legal reserve (not applicable where accumulated legal reserve has reached the amount required by law and regulations) and a special reserve pursuant to the applicable law and regulations. Any retained earnings available for distribution together with accumulated undistributed retained earnings may be proposed by the Board of Directors to appropriate and be resolved at the shareholders meeting. The Company's dividend policy is based on the consideration of the needs of capital expenditures and in line with the Company's long-term financial planning. The total dividend is not less than 10% of the distributable surplus for the current year, provided that no allocation shall be made if the distributable surplus is less than 1% of the paid-in capital. When the dividend is distributed, cash dividend shall be no less than 10% of the total dividend.

  1. The proposed dividend distribution of the shareholders' meeting: The Board of Directors planned the surplus distribution and allotted cash dividend of NT$0.7 per share in capital reserve on Mar 25, 2021. It will propose for approval in the shareholders’ meeting on Jun 18, 2021.

  2. Expected significant changes in the dividend policy: none.

  3. (VII) Effect on the Operating Performance and Earnings per Share of Distribution of Stock Dividends Proposed or Adopted in the Most Recent Shareholders' Meeting: N/A.

  4. (VIII) Remuneration of Employees and Directors

  5. In accordance with Article 27 of the Articles of Association, if the Company is profitable in the year, it shall be paid at least 1% for the employee's remuneration and not more than 1.5% for the Director's remuneration. But if the Company still has an accumulated deficiency, the amount to cover should be retained in advance. The object of employee compensation in the preceding paragraph includes employees of domestic and foreign subsidiaries; the aforementioned “subsidiary” refers to the compliance with the International Financial Accounting Standards Bulletin No. 27, directly or indirectly holding more than half of the Company’s body for ordinary shares.

  6. In the current period, the estimated basis of the compensation for employees and Directors, the calculation basis for the number of shares paid by the employees of the stock, and the actual distribution amount are calculated when there is a difference between the estimated number of shares: The Board of Directors passed the resolution on March 25, 2021 of allocation of remuneration payable of 2020 to employees and Directors shall be entered based on the estimated annual profit. If there is a difference between the estimated amount and actual allocation amount, it will be treated as changes in Accounting estimates and adjusted in the year of allocation.

  7. The Board of Directors passed the distribution of compensation: The Board of Directors passed the resolution on March 25, 2021 of allocation of remuneration payable of 2020 is NT$3,000 thousand for employees and NT$2,200 thousand for Directors.

  8. 4.The actual distribution of employees and Directors' compensation in the previous year (including the number of shares, amount and stock price), and the difference between the recognition of employees and Directors' compensation shall be stated, the reason and status: In year 2019, remuneration for employees and Directors was not disbursed.

  9. (IX) Status of share repurchases:

None.

  • 56 -

  • II. Corporate Bonds None.

  • III. Preferred Shares

  • None.

  • IV. Status of Global Depository Receipts (GDR)

  • None.

  • V. Status of Employee Stock Warrants

  • None.

  • VI. Status of New Restricted Employee Shares None.

  • VII. Status of New Shares Issuance in Connection with Mergers and Acquisitions None.

  • VIII.The Status of Implementation for Capital Allocation Plans None.

  • 57 -

Chapter 5 Operational Overview

====================================================================

  • I. Business Operation

  • (I) Scope of Business

    1. The business of the Company is mainly based on optoelectronics and peripheral products.

    2. Business operation mix:

products.
Business operation mix:
Item Percentage accounted for
operation revenue in year
2019
Percentage accounted for
operation revenue in year
2020
Photoelectric and
peripheral products
78.10% 91.77%
Others 21.90% 8.23%
  1. Currently, primary business operation, products produced and sold are as follows:

  2. ˙Photolectronic products manufacturing and trading

  3. ˙Manufacture and sale of various packaging boxes

  4. Future projects development:

  5. (1) high-end optical discs

    • a. Develop the mass production of high-level archival disc

    • b. Develop high-level double-sided discs of 300GB and 500GB and with higher storage capacity

    • c. Develop system and discs specified for the big data and B-to-B markets

    • d. Develop holographic discs with high storage capacity of over 1.5TB

  6. (2) Engraving development: developing high-capacity and professional optical disc master process

  7. (3) Special surface treatment of disc: super hard surface, laser sensitivity, image surface

  8. (4) Development of high-capacity disc process equipment

(II) Industry overview

  1. Current status and development of industry, development trend and competition of products:

As the price of polycarbonate, the main raw material for optical discs, in the international market has risen sharply in the past six months, the competitors in the mainland are forced to reduce their production lines or even close their factories due to the inability of the terminal prices of CD-R and DVD-R products to reflect their costs, and small optical disc factories are also confronted with severe cost pressures. However, the Verbatim brand and years of sales channels established by subsidiaries of the Company in the United States, Europe, Japan, Asia Pacific and other regions have not only maintained stable sales during the pandemic in the past year, but also takes advantage of the opportunity of competitors withdrawal from the market. The current global market share has exceeded 50%, and it is expected to increase year by year. Although the cost of raw materials has increased, Verbatim optical disc products have

  • 58 -

occupied a high brand market share in major markets around the world due to the continued Mitstubishi production technology, and are more able to reflect production costs and stabilize sales and profit than other optical disc peers. Furthermore, the era of digital television and high-resolution 4K/8K programs have officially arrived. Blu-ray discs have become one of the mainstream of home audio-visual entertainment. In particular, NHK in Japan began broadcasting 8K satellite channel programs in December 2018, with the resolution increasing to 7680X4320 pixels, 16 times that of FULL HD. Consumers in the Japanese market have always had the habit of backup of TV programs. Once the resolution increases, the capacity demand for storage media will also double, and driven by the popularization of peripheral software and hardware applications, it is expected that high-end optical disc products will become the most popular optical storage products.

Data tsunami is coming, and 80% of the enterprise information by digital documents, multimedia files, and other forms of unstructured content, information is becoming the fastest growing types, the next five years 70% of the world's data center need to be changed, it's difficult to satisfy the next generation of high density on the one hand, the original room server and storage device and cooling energy demand. Moreover, due to the COVID-19 pandemic, enterprise operations and business activities are rapidly changing. At this stage, business travel is temporarily suspended, and replaced with online video conferencing. Work from home has accelerated the arrival of the trend of remote management and process automation, thus doubling the demand for storage capacity. In order to accelerate the computing speed and transmission of data, the hybrid cloud architecture that combines public cloud and private cloud resources is conducive to the development of regional data center systems. High-capacity archive disc system cabinets can be flexibly connected to regional data center systems in series, and is featured by low energy consumption, long storage time and high data security. In particular, regardless of NAND FLASH, HDD or TAPE, there is a risk of data loss. The high-capacity archive discs of CMC have passed the certification from TÜ V Rheinland Group, and the data storage time is more than fifty years. They have the same level as the discs produced by Japanese optical disc factories, and are ahead of other optical discs in the industry. They can provide regional data centers with optical storage media with stable quality and high data security.

  • 59 -

  • 2.The relevance between upstream, midstream, and downstream of the industry

==> picture [446 x 407] intentionally omitted <==

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

Upstrea Plastic manufacturer, raw materials and equipment supplier
Midstre Optical storage media manufacturers
Downst Channel partners, distributors, and brand owners
General consumer and data backup operators
----- End of picture text -----

  • 60 -

(III) Research and Development Achievements and Plans

1. R&D Department Organization

Organization Unit Responsibilities and Functions
CMC Media Institute of
Technology (CMCMIT)
CMC Media Institute of Technology (CMCMIT) is the creative and
strategic center of CMC. During the operating, the elite of each
department of CMC would be gathered: such as the R&D engineers,
intellectual property team, and strategic marketing professionals to
brainstorm and deep dive into discussion, and careful evaluation.
Product development schedule is planned based on thorough planning
and put into action. The key objective is to improve the
competitiveness of the Company and achieve the concept of
sustainable management.
The current pioneering research plan includes:
1.
Forwardly oversee the technical development of optical storage
media product.
2.
Technical development of B2B professional optical disc.
3.
Product development and promotion of a total solution from
custom disk drive to disc.
One-time recording
process group
4x/6x SL high-end disc process yield and capacity increase.
Development of high-end disc organic and inorganic materials.
6x DL high-end disc process yield and capacity increase.
4x TL high-end disc process and material development.
A study on the compatibility of a one-time burn-in disc and a disc
player.
Analysis of recording materials and related papers in a one-time
burn-in disc.
Patent applications and international journal paper submissions.
Rewritable disc process
group
High-end 2x SL disc process yield and capacity increase.
High-end 2x DL disc process yield and capacity increase.
CD, DVD rewritable optical disc and disc player compatibility
research.
Research on the compatibility of rewritable discs and disc players.
Reproducible recording material analysis and related paper research.
Patent applications and international journal paper submissions.
Dye Development Team Treatment of dyes and various chemical solvents in the plant for
recycling, in order to save costs and implement the concept of
environmental protection and corporate social responsibility.
Deepen the research strength of chemical synthesis, further
development of next-generation optical storage materials:
Research and develop dyes for high-capacity optical disc
wavelengths.
Mastering Study Group Develop high-capacity mastering such as blue single-layer and
multi-layer storage discs, and research the development of new
generation materials to achieve the best balance between cost,
performance and quality.
Prospective Technical
Research Group
Set-up and research of advanced optical storage systems.
Development and research of optical discs for testing.
  • 61 -

2. R&D Strategy

The R&D center of CMC facilitates innovative technical knowledge, extends the research scope and application, shortens the product development schedule, and stimulates knowledge growth and development. CMC focuses on material development, quality improvement, eco-friendly execution, elevates the production yield rate, and R&D production efficiency. With respect to business management, CMC values cost-effective control, streamlined organization structure, and creative production process to reach the creation, circulation, and added value of industrial technology to improve the industry growth.

CMC is a member of the BDA, DVD Forum, DVD+RW Alliance, RDVDC, RWPPI, OSTA, TRIA, ASOAR, CDs21 Solutions, and many other global organizations., CMC also applies to be a member of the AACS LA to promote the application of copy-protection technology. Given the close cooperation and vertical integration among domestic upstream and downstream suppliers (e.g. Hardware, material, system, and chip-design suppliers), CMC participates in various product innovation, exchanges experiences and technical know-how to enhance overall R&D quality; all of these helps create a win-win situation for the industry’s growth and development.

The R&D development center actively participates in the global organizations and research associations to gain the latest product development information, specification development technology, and exchanges experiences, resources, as well as creative ideas with foreign companies. CMC partners with government institutions to joint-develop new product research and development; expands the cooperation with academic institutions to launch industry-school collaboration, works on resource integration and diverse advanced key technology. Through technology transfer, research collaboration, and strategic alliance, CMC provides tech support to shorten the domestic product development schedule, raises the key added value, and lowers the development cost to stimulate the industry’s development and global market expansion.

In addition to focusing on storage media and combining abundant reinvestment resources, CMC has been actively developing diversified businesses related to key components, entertainment, food & beverage, and channel business in recent years. CMC hopes to fully allocate the capabilities of the Company, and combines with professional expertise from various fields to achieve a peak for the business.

3. Future R&D Plans

The Company will continue the development of new storage and recording media and dominate the trend of the new era recording media products in the industry. In the future, it is expected to carry out the development of 300GB, 500GB and higher capacity double-sided multilayer optical disc products. In the field of archive disc products, in addition to the original archival products, the Company will also launch M-Disc's 50G and 100G high-capacity products with long shelf life to increase the product layout in niche markets. The Company's research and development center will also develop new products with potential value in the use of the storage industry expertise, such as the development of Biotech related technologies.

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4. Performance and Achievements

  • (1) Performance

2020

In addition to the continuous effort in the market of B2B professional optical disc products, also for the high capacity of 8K

CMC has also started the mass production of high-end BD-R TL 100GB to accommodate the high capacity audiovisual demand. In terms of the high-end data backup market, CMC sells BD-R TL double side 200GB products and plans the mass production and improvement of 200GB and development of 300GB and 500GB in 2021 to increase the ratio of high gross margin products.

  • (2) Achievements

  • Awarded Items Achievements

  • ⚫ Obtained international certification for: ⚫ The Company inherited its own disc manufacturing BD-R SL 2X/4X/6X technology, developed BD-R TL 100G Blu-ray

  • ⚫ Obtained international certification for: products, and passed the international A-level BD-RE SL 2X laboratory certification, which was recognized by customers.

  • ⚫ Obtained international certification for: BD-R DL 6X ⚫ The Company has obtained ISO16963 international

  • ⚫ Obtained German TUV certification certification for DVD file-level optical discs. laboratory durability certification: BD-R ⚫ Besides Japan, BD-R SL 6x/BD-R DL 6x/BD-RESL SL 6X/BD-RE SL 2X/BD-R DL 6X 2x made the Company as the first optical disc

  • ⚫ Obtained international certification for: manufacturer to pass the durability certification of BD-R TL 4X100G the German TUV certification laboratory. The Company mainly develops for entities with large and long-term data preservation demands, such as hospitals, libraries, cloud data centers, military units, etc.

  • (3) R&D Expenses spent in the most recent year and up to the publishing date of this annual report:

Unit: NT$1,000

annual report: Unit: NT$1,000
Year
Descriptions

2019
2020 Current Year, up to
April 20, 2021
R&D Investment Amount $399,583
$296,480

$82,222
% of the total operating income 5.67%
3.15%

3.73%
  • (IV) Long- and Short-Term Business Development Plans

1. Short-term sales strategy

In the consumer disc market in Europe, America, Japan, and Asia, besides received HP, Philips and other internationally known brands’ authorization, CMC also acquired the brand Verbatim in 2020. With the multiple effect of the various international brands, many small manufacturers were forced to exit market because of sharp increase in price of raw materials. By taking advantage of the brand force of Verbatim in major markets

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and the OEM channels built up over long-term operation from the past, it will further expand the market share. In Addition, the Company has an exclusive disc technology and ink formula authorized from Japan Taiyo Yuden in the professional market. Its production line CMC Pro has been used for backup saving in government agencies, schools, libraries, and medical units in Europe and America. It is also the best choice of customized discs for video and audio studios. Not only is the market demand stable and high unit price, but it is also the cornerstone for CMC’s leadership in the disc industry technology and continuous growth in market share.

  1. Long-term sales strategy

With acquisition of the brand Verbaim in 2020, not only does it open up the business channels to Europe, America, Japan, and Asia regions, but also expanded the product from disc to USB flash drive, Micro SD memory card, SSD solid-state drive, and consumer electronic parts. The sales team will integrate channels in every regions and expand the production line, and transform from a disc manufacturer to a business brand and distributor of storage media.

In response to 5G technology, mature layout of equipment, the increasing demand of data and cloud storage, the Company’s 100G and 200G discs are the best storage media for cold data backup because of the benefits of long-term storage and low energy consumption. Currently, it has actively worked with domestic and international data equipment vendors to supply the data backup demands in government agencies, small and medium size corporations, and large data centers.

II. Market and Production/Sales Overview

  • (I) Market Analysis

  • 1.Sales region of primary products

The main revenue source of the Company is the proportion of revenues from the production and sales of optical discs and peripheral products.

Area of sales listed as per below:

Sales Territory America Asia Europe Domestic Others
Percentage
of Sales
28% 33% 28% 6% 5%

==> picture [307 x 189] intentionally omitted <==

  • 64 -

2. Market Share

The Company continues to invest and focus on long-term basis, for the development of storage media products, production technology and stable quality to maintain the leading position in the industry. The Company’s quality service and R&D team are deeply favored by international storage media manufacturers. In the past few years, it has been committed to the development of market-oriented and forward-looking high-performance storage media products, and through TUV Rheinland certification, has become a professional storage media manufacturer recognized by the world's largest manufacturers.

3. Future supply and demand circumstance and potential growth of the main products

The next-generation game consoles were launched by game machine manufacturers in 2020. For example, SONY PS5 and Microsoft XBOX SERIES X, support 4K UHD Blu-ray players and the demand for Blu-ray discs is still expected to increase in the future. In addition, the current 4K TV has been promoted to the mainstream of the market. Japan’s NHK began broadcasting 8K satellite channel programs in December 2018, with the resolution increasing to 7680X4320 pixels, 16 times that of FULL HD. Consumers in the Japanese market have always had the habit of backup of audio and video programs. As 8K audio and video programs become more popular and drive the demand for Blu-ray discs, CMC continues to develop high-end storage products. Its production technology has been certified and affirmed by major international manufacturers, making it the first choice for ultra-high-definition generation audio and video backup.

  1. Beneficial factors for competitive niche and development prospects

  2. (1) Successfully mastered mainstream products and obtained leadership position

The Company understands that the development of magnetic storage media has been limited by the maturity of the market, so it has long been actively working with international companies to achieve leading disc manufacturing technology. Along the way, the Company has always been committed to becoming the best storage media manufacturer, and actively establish strategic alliances with major international companies in Europe and the United States to launch high-capacity storage media BD ARCHIVE to obtain leader position of the market.

  • (2) Excellent R&D team and material development & production quality

Since its inception in 1978, the Company has been committed to the research and development of storage media. In this specialty, it has accumulated many years of production know-how technology, and is more active in the next generation of new products, high-definition, high-capacity storage products, while constantly committed to management and product quality improvements. In addition to recruiting senior technicians from the Academia Sinica and the Industrial Research Institute and hiring domestic and foreign technical consultants to conduct research and development, and through the Japanese technology transfer contract to obtain the production technology of related products, and with foreign famous manufacturers such as Mitsubishi Chemical Corporation, Pioneer, etc. The research and development energy of MCM will fully join the Company in 2020. Technical cooperation has greatly contributed to its production technology, product quality, and even marketing channels.

  • 65 -

  • (3) Production capacity of key raw materials, easy to control cost and quality

In the process of producing recordable optical disc products, the key raw material Dye is expensive, and the phase change technology materials and mastering technology are also the same. However, the Company is committed to the success of this key raw material, not only the exclusive patented material technology but also a large number. Production can be easily controlled in terms of production quality, thus significantly reducing manufacturing costs.

  • (4) Consistent product source, master the advantages of channel

The Company has been operating the production and sales of storage media for a long time and has gradually transformed into a professional manufacturer of optical discs and related optoelectronic products with the evolution of technology trends. The downstream customers have established many years of cooperation with the Company, confident in professional quality and reputation of the Company. Therefore, CMC can accumulate past experience and have a stable and abundant competitive advantage in sales source and sales channels. In addition, the Company has established an operating base around the world to better serve its customers and gain a competitive edge.

  • (5) Long-term and close strategic partners and stable growth

CMC is favored by internationally renowned manufacturers. In the market of optical discs, CMC works with well-known client entities; retain an enduring business relationship with these international companies has become one of the most important core competitiveness of CMC. In addition, the Company is currently one of the leading suppliers of internationally renowned channel optical discs. This is one of the reasons why CMC can maintain a friendly relationship with long-term and close strategic partners in a highly competitive industry.

In the ever-changing information generation, consumer habits have changed rapidly, although CD-R/DVD-R global demand has declined slightly in some regional markets due to the popularity of USB Flash drive. However, CD-R/DVD-R is still the best choice for consumers when it comes to data back-ups, because CD-R/DVD-R has the characteristics of being able to record only once, plus the advantage of lower unit recording cost. one. Therefore, despite the peak demand for CD-R/DVD-R, it is expected that its product life cycle will continue to expand.

In terms of industry outlook, CMC placed more emphasis on product research and development, actively cooperated with international companies and developed the next phase of product development, to have a solid grip of high- margin market opportunities and gain an advantage to take lead in technology.

  1. Unfavorable factors in prospects of development, the corresponding measures

  2. (1) New storage media is constantly launched, making the replacement competition among storage media increasingly large

  3. (2) Lack of uniform specifications/standards for non-standard products or emerging technologies.

  4. (3) With the continuous development of technology, digital content is rapidly becoming more abundant and high-quality, and people's expectations for information storage are getting higher and higher.

  5. (4) Smart products continue to evolve and change consumer behaviors

Based on the Company history, the management team can successfully grasp the

  • 66 -

market opportunity, determine the dependence of mainstream products, and take the lead. Looking toward the future, the demand on cloud data continues to increase globally. The file disc is the best solution of storage media for cold data backup due to the low consumption and long-term preservation. Especially, the Company focused on the technology and production ability of Mistubishi high-capacity archival discs in 2020. For its superior cost control earlier than competitors, the Company will continue to maintain its solid leadership position in the highly competitive optical disc industry.

(II) Production management

1. Production strategy

The COVID-19 (novel coronavirus pneumonia) pandemic has paused the operation of the global economy, but accidentally sped up "stay-at-home economy", which has doubled the growth of related industries. The high frequency use of mobile phones and computers has led to the rise of demand for home movie entertainment, virtual reality (VR)/augmented reality (AR), streaming services (ICT industry), multimedia audio-visual content, mobile games, etc., driving the increase in demand for data storage. The Company will also continue to make process improvements, technology upgrades and key technology deepening to increase productivity and profitability.

Production strategy and objectives for the year:

  • A. Customer-Value Proposition: to provide world-class product quality and become the most trusted strategic partner of customers with excellent customer service commitment and lower total cost.

  • a. In response to 8K high quality TV, AR (Augmented Reality), VR (Virtual Reality), and 360 degree surrounding audio and video demands, it can expect high demand for BD-R/RE TL (Triple Layer). The Company actively develops new 4-layer high-end BD-QL formats for large-capacity data storage and high-definition recording.

  • b. The rapid development of terminal electronic products in the future will enable customers to adopt the innovative technologies and services of CMC more widely, and actively participate in and develop international certification of record-type high- capacity audio-visual disc storage media, and all well-known disc players such as: Pioneer, Panasonic, Philips, SONY, HLDS, NEC, Lite-On, BenQ, TSST, Plextor, ASUS, LG, SAMSUNG and other strategies to develop high-multiple storage media to quickly respond to the ever-changing optical disc market and enhance industrial competitiveness.

  • B. Profit Proposition: Local raw materials reduce the cost of purchasing materials and reduces inventory risks. Through process technology to improve production efficiency and reduce production costs, and through the development of alternatives, the cost of acquisition can be effectively reduced to cope with the ever-changing environment and raw material fluctuations.

  • C. For-employee: entrust that “good employees comes with a successful company”, through the Passion, Reliability, Dedication, Excellence, four core values to help organizations and organizations Employees personally understand how to improve their work performance and creativity, so that each employee can adapt to the situation and enhance competitiveness. Establish a systematic and programmatic training development framework, and through organizational learning, through mutual encouragement to enhance self-ability and cultivate the ability of the organization to think as a whole, so that its quality and ability can meet the Company's development needs.

  • 67 -

With these three propositions, CMC will achieve the goal of “value creation, management and management” in a win-win direction with customers, companies and personnel, and quickly grasp the direction of sustainable development of industrial progress.

2. Key product functions and manufacturing process

Majorproducts Keyfunctions Manufacturing process
Recording optical
storage media
Burn and record data for long¬term
storage, high stability, commonly
used for data archiving and backup
(e.g. CD- R, CD-RW, and other
products).
Substrate injection molding, recording
layer production (chemical dye
coating for CD-R , and inorganic
sputtering for CD-RW), sputtered
metal reflective layer, and protective
coating are applied to the final
printing package.
Digital optical
storage media
Featured high capacity and media
playback such as TV and movie. E.g.
DVD+/-R SL, DVD+/-R DL,
DVD+/-RW, DVD-RAM, HD
DVD-R / RW, BD, and more.
Substrate injection molding, recording
layer production (chemical dye
coating for DVD+/ -R, and inorganic
sputtering for DVD+/ -RW and
advanced compact disc), sputtered
metal reflective layer, protective
coating splash and laminating
procedures applied to the final printing
package.

3. Product Quality

  • (1) Enhanced Feature: improved from recording optical storage media product to digital optical storage media, and from low recording speed to high recording speed optical disc.

  • (2) Improved satisfaction level: work closely with customers to satisfy needs, solve problems, and achieve zero customer complaint product quality.

  • (3) Verification of Optical storage media products:

  • -CD-R obtained Philips 2-52X product verification.

  • -DVD-R obtained 1X, 4X, and Pioneer 2X, 4X, 8X, 16X product verification from DVD Forum Class A Verification Laboratory. Obtained 8X and 16X product verification in 2005. 18X and above received verification.

  • -Obtained Pioneer DL 4x verification in 2006, DL 8X verification in 2007, and DVD- R CSS-MR (MOD type) from DVD Forum Class A Verification Laboratory in 2008; whilst develop DL 12X.

  • -DVD+R obtained Philips 2.4X , 4X , 8X , 16X , and DL 2.4X product verification, whilst received verification for 18X and above in series. Obtained Philips DL 8X product verification in 2006. DL 2.4X Philips verification in 2007. Simultaneously developing DL 16X.8cm

  • DVD+RW obtained Philips 2.4X/4X/8X product verification.

  • BD-R SL 25GB 2X/4X obtained product verification from Class-A Verification Laboratory and Certification in 2007.

  • BD-RE SL 25GB 2X obtained product verification from Class-A Verification Laboratory and Certification in 2007.

  • BD-RE SL 25GB 6X obtained product verification from Class-A Verification Laboratory and Certification in 2008.

  • 68 -

  • Pre-recordable Blu-ray disc BD-ROM obtained product verification from Class-A Verification Laboratory and Certification in 2008.

  • DVD-R CSS download EST type obtained Product Verification from Class-A Verification Laboratory and Certification for Compatibility from Drive Manufacturers in 2009.

  • Single-layer Blu-ray disc (BD-R) received “carbon footprint of product demonstration model of manufacturing industry” and PAS 2050:2008 product carbon footprint verification certificate from Industrial Development Bureau

  • BD-R DL 50GB 6X obtained product verification from Class-A Verification Laboratory and Certification in 2010.

-Single-layer DVDR disc received “carbon footprint of product demonstration model of manufacturing industry” and PAS 2050:2011 product carbon footprint verification certificate from Industrial Development Bureau.

  • Imported TAIYO YUDEN manufacturing technology from Japan in 2015.

  • DVD-R obtained ISO16963 product verification from Class-A Verification Laboratory (TDTC) in 2018.

  • BD-R TL 100GB 4X obtained product verification from Class-A Verification Laboratory and Certification in 2019.

  • (4) Factory Certification and Accreditation:

  • All factories have obtained ISO 9001 certification.

  • LinKou factory obtained ISO 14001 certification.

  • LinKou factory obtained SONY Green Partner certification.

  • Implementation of OHSAS 18001 began.

  • Implementation of ISO 14064 certification in 2010

  • Implementation of AEO Quality Enterprise Supply Chain Management Counseling in 2011.

  • All factories have passed the Taiwan Occupational Safety & Health Management System certification (TOSHMS).

  • Implementation of ISO 28000 Supply Chain Security Management in 2012.

  • Obtained ISO 14064 greenhouse gas certification in 2013.

  • All factories are certified with C-TPAT Customs and Border Protection of the U.S. Department of Homeland Security in 2013

  • DVDR of all factories have obtained PAS 2050:2011 product carbon footprint verification certificate in 2013.

  • Blu-ray disc have obtained PAS 2050:2011 product carbon footprint verification certificate in 2013.

  • (5) Quality control monitoring equipment:

Pulstec DVD ODU-1000, Dr. Schenk DVDR MT-146/MT-200, Dr. Schenk BD MT-200-blu, Ono-soki LM1200/1210, CD-CATS, DVD-CATS, Expert CDTR/DVDT-R, Sony DUC-10, Sony DUC-12, Dr.schwab Argus-blu, Expert SP-1, ETA- ECC, ETA-RT, ETA-RT-blu, ETA-GT, ETA-GT-blu, ETA-GT2, SONY DEC12-T03, Toyo TH-7DE, Pulstec DES-21, Basler REF100, Pulstec DVD-TE/FE, Pulstec Master, Expert DVD-TE/FE2, Expert BD-TE/FE, Expert BDT-201, Expert BDT-203, Expert BDT-SDX, Expert BDT-SDXM.

  1. Establishing Culture of Quality

  2. (1) Expedite operation flow: from the beginning, we discussed the direction of

  3. 69 -

experiment and test, to accelerate product development.

  • (2) Eliminate waste costs: eliminate waste of time, personnel, materials and other costs caused by poor planning.

  • (3) Improving on-site efficiency: observe on-site improvement status, investigation problems behind the problem, development of improvement of development process, establishment of new breakthrough station, delivery site efficiency.

  • (4) Create a learning organization: see mistakes as opportunities for learning, not to blame individuals, but to take corrective action and widely disseminate knowledge gained from each experience within the organization.

  • Establish risk management

Through order demand estimation and production and sales coordination, in-depth analysis of customers’ real needs, coordination of production, supply and sales operations, reduce overall inventory turnover, and achieve integrated application of risk management, to control and give early warning, as well as performance monitoring.

  1. Occupational Safety Management

The safety and health management structure of the Company is promoted in accordance with the "Taiwan Occupational Safety and Health Management System TOSHMS". It complies with the safety and health regulations, promotes full participation, reduces operational risks, continuously improves, eliminates occupational disasters, and implements government occupational safety policies to protect labor lives, safety and health.

CMC has undertaken the transfer plan of the ISO 45001:2018 Occupational Health and Safety Management System.

  1. Energy Management

In response to the development trend of international energy conservation and carbon reduction and energy management systems, the Company has made structural adjustments in manufacturing energy use and established energy management mechanisms to save energy and improve energy efficiency to reduce production costs, enhance competitiveness, and significantly reduce operating costs and Greenhouse gas emissions and environmental sustainability.

  1. Promote green policy and establish sustainable business

Sustainability has become an international trend that governments and enterprises value in every country. The Company applies 3 indicators (3R) “reduce”, “recycle”, and “reuse” as design principle to introduce energy-saving, green energy-friendly (decomposable) materials into the process, minimizing environmental impacts during production, while reducing the consumption of global resources and greenhouse gas emissions.

  1. Corporate Social Responsibility (CSR)

As an important member of the technology industry, CMC recognizes the possible impact of the Company on the environment. Therefore, it hopes to provide environmentally friendly products and services through advanced technology and innovative practices to maintain a sustainable environment for the next generation. In addition to complying with relevant government laws and regulations, we will reduce pollution by “reducing →recycling →recycling”, purifying and reducing the remaining pollutants, and finally using the process and technology to achieve the purpose of recycling and let the environment With the goal of sustainable development and zero-emission green factory, we will continue to practice corporate social responsibility and strive to become a good corporate citizen.

  • 70 -

(III) Supply status of main raw materials

Main Raw
Material
Source of Raw
Materials
Supply Situation
PC material Taiwan,
Middle East,
Germany,
Thailand, etc.
1. The Company purchases PC materials from Taiwan, the Middle East,
Germany, Thailand and other regions to increase bargaining flexibility and
diversify procurement risks.
2. The Company has formed a partnership with some suppliers, so it has an
advantage in the acquisition of raw materials.
3. The Company has high sensitivity to the PC material market price and fast
decision-making efficiency; and in the group bargaining mode, it has a
purchasing advantage for the price control of PC materials.
Target
materials
Japan, Taiwan
and Europe
1. More than half of the target materials have been supplied by Taiwan target
suppliers; therefore, the delivery period is short and the supply source is
relatively stable. In addition, it helps to reduce procurement costs and
reduce the safety stock in the plant.
2. The direct material of the target is mainly silver. The price fluctuation of
silver in the market varies greatly with the crude oil and financial index. It
is well controlled by the procurement department and will not be
disconnected due to market changes.
3. Work with suppliers to continuously plan and improve targets in order to
increase the number and efficiency of spills per target, which will help to
significantly reduce costs.
Dye Switzerland,
Japan
1. Suppliers in Switzerland and Japan help to diversify procurement and
purchase risks.
2. The Company regularly estimates the purchase amount per quarter
according to the capacity demand and expansion plan, and negotiates the
price and orders at the quarter to guarantee the supply of raw materials for
the first quarter.
3. The Company has the ability to develop dyes, and from time to time
arrange suppliers to the factory and process and R & D departments for
technical exchanges to control the market development.
  • 71 -

(IV) Major import (export) customers in the last two years

  1. Customers who account for more than 10% of the purchase price Unit: NT$ thousand

Unit: NT$1,000

2019 2019 2019 2019 2020 2020 2020 2020
Item Name Amount Percentage in Total
Net Purchases (%)
Relationship with the
Issuer
Name Amount Percentage in Total
Net Purchases (%)
Relationship with the
Issuer
1 A 1,195,002
34
None B 594,529
11
None
2 Others 2,349,243
66
None Others 4,945,731
89
None
Net
purchase
3,544,245
100
Net
purchase
5,540,260
100

Reason for changes: Based upon sales requirements.

2. Customers who account for more than 10% of the sale price Unit: NT$ thousand

Unit: NT$1,000

2019 2019 2019 2019 2020 2020 2020 2020
Item Name Amount Percentage in Total
Net Sales (%)
Relationship with the
Issuer
Name Amount Percentage in Total
Net Sales (%)
Relationship with the
Issuer
1 Others 7,045,247
100
None A 1,277,673
14
None
2 None Others 8,123,354
86
Net sales 7,045,247
100

Net sales 9,401,027
100

Reason for changes: Based upon sales requirements.

  • 72 -

(V) Production value in the last two years

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

Unit: NT$1,000/ 1,000 sets Unit: NT$1,000/ 1,000 sets Unit: NT$1,000/ 1,000 sets
Year
Main Products
2019 2020
Production
Capacity
Production
Volume
Production Value Production
Capacity
Production Volume
Production Value
Optical storage and
peripheralproducts
60,831 43,508 4,209,164 32,451 27,271 2,669,438
Others - - 635,381 - - 16,581
Total 60,831 43,508 4,844,9545 32,451 27,271 2,686,019

(VI) Sales volume in the last two years

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

Unit: NT$1,000/ 1,000 sets Unit: NT$1,000/ 1,000 sets Unit: NT$1,000/ 1,000 sets Unit: NT$1,000/ 1,000 sets
Year
Main Products
2019 2020
Domestic Sales Foreign Sales Domestic Sales Foreign Sales
Volume Value Volume Value Volume Value Volume Value
Optical storage and
peripheralproducts
533 92,975 170,654 5,615,738 201 28,247 171,190 8,627,234
Others - 821,809 - 514,725 - 502,660 - 242,886
Total 533 914,784 170,654 6,130,463 201 530,907 171,190 8,870,120
  • 73 -

III. Human Resources and Employee Profile

  • (I) Human resources strategy

  • Human resources strategy of the Company:

    • Search, develop, and retain talents

    • Utilize talents in high efficiency organizations

    • Integrate business plans to achieve corporate business goals

  • Objectives:

    • Recruit talents with advanced education

    • Eliminate the underperformed staff and strengthen existed manpower

    • Strengthen corporate and employee training

(II) Number of total employees in the last two years and as of the date of publication of this annual report

Year 2019 2020 Current Year, up to
April 20, 2021
Number of
Employees
Operator 1,033 763 511

Technician
83 63 57

Employees
202 166 150
Total 1,318 992 718
Average age 39.44 39.79 40.95
Average Service Year 10.42 10.82 11.38
Academic distribution
ratio
PhD 1.21% 1.31% 1.81%
Master's 2.96% 4.44% 6.13%
Bachelor's 68.36% 69.75% 70.48%
High school 21.93% 19.46% 16.71%
Below high school 5.54% 5.04% 4.87%

Note: Chart above refers to the average number of the individual employees of the Company.

  • 74 -

  • IV. Disbursements for Environmental Protection

  • (I) Emission of greenhouse gases:

Even though the Company does not reach the requirement to keep record of the greenhouse gas emissions by the Environmental Protection Administration, it considers the reduction of greenhouse gas emission as necessary in response to climate change and global warming and has been working to reduce the greenhouse gas emissions in recent years. All employees participate in energy saving and carbon reduction in order to reach the reduction goal. It makes and executes energy saving plan through the management plans of ISO14001 and ISO50001 environmental management systems every year. By measures such as improving manufacture process, replacing old equipment, or adjusting air compressor efficacy, it implements energy management in the factory while tracking and reviewing greenhouse gas emissions and related management policies regularly. The Company converts the electricity consumption to calculate the greenhouse gas emissions, and take the self-evaluation result as the goal basis to strive to achieve the specific goal of 1% reduction by every year.

Based on the emission of 2018, the emission of 2019 was 105,356 metric ton CO2e/year. It was 12,335 metric ton CO2e/year less than the emission of 2018, which is 10.4% reduction. Emission of 2020 was 77,506 metric ton CO2e/year. It was 40,185 metric ton CO2e/year less than the emission of 2018, which is 34.1% reduction.

  • (II) Annual water consumption:

The total water consumption of the Company in 2020 was 537,919 cubic meters. It was 144,167 cubic meters less than 682,086 in 2019. The Company is still committed to various water-saving measures, continuous leakage monitoring to prevent abnormal loss of water. This year, we will continue to cooperate with production and research to carry out various water-saving improvement measures.

The total water consumption of the Company in 2020 was 537,919 cubic meters. It was
144,167 cubic meters less than 682,086 in 2019. The Company is still committed to
various water-saving measures, continuous leakage monitoring to prevent abnormal loss
of water. This year, we will continue to cooperate with production and research to carry
out various water-saving improvement measures.
The total water consumption of the Company in 2020 was 537,919 cubic meters. It was
144,167 cubic meters less than 682,086 in 2019. The Company is still committed to
various water-saving measures, continuous leakage monitoring to prevent abnormal loss
of water. This year, we will continue to cooperate with production and research to carry
out various water-saving improvement measures.
The total water consumption of the Company in 2020 was 537,919 cubic meters. It was
144,167 cubic meters less than 682,086 in 2019. The Company is still committed to
various water-saving measures, continuous leakage monitoring to prevent abnormal loss
of water. This year, we will continue to cooperate with production and research to carry
out various water-saving improvement measures.
The total water consumption of the Company in 2020 was 537,919 cubic meters. It was
144,167 cubic meters less than 682,086 in 2019. The Company is still committed to
various water-saving measures, continuous leakage monitoring to prevent abnormal loss
of water. This year, we will continue to cooperate with production and research to carry
out various water-saving improvement measures.
Unit: cubic meter
Year Initial water
withdraws
Water consumption Water disposal
2019 682,086 164,716 517,370
2020 537,919 129,901 408,018
  • (III) Water waste disposal:

At the initial stage of planning, the Company has certainly completed the rainwater and sewage diversion, and the rainwater is discharged to the general drainage ditch; sewage (waste) water shall be collected into the pipe and discharged after treatment by the Company's wastewater treatment equipment (or industrial sewage plant), and water quality testing and filter material cleaning and replacement shall be carried out regularly and irregularly. Sewage (waste) water detection values are in line with the national discharge standards (or industrial park standards). In the future, strict standards will be applied to meet our commitment to environmental policy.

(IV) Electrical energy use:

Performance result on energy conservation in recent years

  1. Cooling water tower becomes energy-saving fan blade - increase heat dissipation and reduce ice water load, energy saving 64,982KWH / month

  2. Connect the transformer in parallel to turn off the useless transformer *5 groups energy saving 98,983KWH / month

  3. Air compressor plate thermal modification, energy saving 15,251KWH / month

  4. 75 -

In the future, the Company will continue to cooperate with production to improve energy efficiency. In addition to continuing to reward energy-saving proposals and education and training, an external energy-saving auditing mechanism will be arranged, and professional teams will be invited to conduct energy-saving health inspections and project implementation in a timely manner so that all employees can inject new energy-saving thinking and attitudes to maintain energy-saving results.

Power management data Unit: million KW/H

Power management data
Unit: million KW/H
Year Electricity
2019 207
2020 152

(V) Waste treatment:

The waste currently produced by the Company can be divided into 4 types as per follow:

  1. General business waste (general waste): It is currently submitted to the incineration plant after being cleared by the B-level removal agency for disposal.

  2. General business waste (inorganic sludge): This waste belongs to the factory with independent wastewater operation equipment. It is currently handled by a Class A Clearing and Processing Company.

  3. Hazardous business waste: It is currently being disposed of or reused by a Class A cleaning and disposal company.

  4. Recycling of resources: Handed over to the disposal and recycling entities, due to the implementation of waste classification management, recycling tonnage has grown substantially, and CMC will continue to work to reduce general business waste and harmful businesses in the future. Other waste, such as pallets, scrap iron, and space bags are all acquired by related companies.

The concept of waste management has been transformed from traditional cleanup and disposal into integrated resource management. It has a dedicated unit for waste resource management, and treats waste as a valuable resource for recycling. For the sustainable use of resources, the principle of waste management is firstly to reduce the amount of waste generated by process chemicals, and then to recycle and reuse waste, energy recovery, and finally other treatment methods such as incineration.

The Company does implement the classification of hazardous business wastes. In the near future, it is more committed to the classification and management of general business wastes, and improves the recycling rate of resources. The average monthly general waste quantity has been reduced year by year, and the resource recycling program continues to promote and abandon. The material handling procedures are in compliance with relevant environmental regulations.

The Company's products are subject to the EU environmental protection (RoHS) related directives, the product commission is tested by the SGS legal certification body, and the detailed operation process is carried out by the Company's central quality assurance department. The production, manufacture, transportation and sale of products, except for general waste, do not produce or transport toxic waste as defined by the Basel Convention. All commercial waste is directly disposed of locally and not exported to other countries.

  • 76 -

Calculation on waste

Calculation on waste Calculation on waste Calculation on waste Calculation on waste Calculation on waste
Unit: ton
Year Processing
method
Toxic Business
Waste
General Business
Waste
Total weight
2019 Incineration 82.50 204.51 287.01
2020 Incineration 64.85 208.83 273.68

(VI) Work environment and employee safety protection:

The Company continues to promote the TOSHMS, OHSAS18001 and ISO14001 systems to provide a safe and healthy working environment for employees:

  1. Safety:

  2. Comply with the requirements of the law, follow the relevant national environmental protection and occupational safety and health laws and regulations, and strive to meet the advanced international environmental standards.

  3. Implement contractor management and strengthen applications for construction and special operations.

  4. Popularize the activities of environmental protection, implement environmental safety education and publicity, enhance employees' awareness of environmental safety, and promote participation and implementation of environmental safety and health work.

  5. Conduct regular fire drills, equipment testing, overhaul, and legal declaration.

  6. Implement emergency contingency plans, conduct regular escape refuge drills, and conduct drills with firefighting units.

  7. Control risk on work environment: provide appropriate protective facilities or operational controls to control the impact of domestic sewage, waste sorting, stacker operations, falling from heights, and hazardous materials management.

  8. Implement on-site automatic inspections, strengthen on-site labor safety and sanitation check, review safety and sanitation measures from time to time.

  9. Continuous improvement of performance: continuous improvement of environmental protection and occupational safety and sanitation performance through hazard prevention, continuous improvement, setting goals and programs.

  10. Organize employee education and training to raise employees' awareness of safety and health and participate in government safety and sanitation activities.

  11. Health:

  12. Regularly hold general employee health checkups and special work health checks.

  13. Regularly carry out the measurement of the working environment and continue to improve the environment.

  14. Regularly implement drinking water quality measurements to ensure compliance with drinking water quality standards.

  15. Enhance the proper use of the safety-guards equipment, and regularly check and record the usage conditions

  16. Regularly arrange professional health practitioners to conduct health promotion

  17. 77 -

training course, to inform employees know about health information.

  • Strengthen traffic safety education and training, and conduct drills to reduce traffic accidents for colleagues to and from work.

  • Check the central kitchen of food service company, and works conducted by its service personnel from time to time, demand to have the food service company perform physical health check-ups for its employees on a regular basis every year.

  • (VII) Environmental protection expenditure

Amount of environmental investment are as follow:

Unit: NT$1,000

Environmental protection expenditure
Amount of environmental investment are as follow:
Unit: NT$1,000
Item 2020 Current Year, up
to April 20, 2021
Air pollution control expense 3,930
426
Water pollution control expense 476
6
Waste reduction and treatment, resource recovery,
energyconservation expense
5,533
805
Environmental protection system certification fee
(certification fee, environmental monitoringfee)
509
120
Environmental protection related education and
trainingexpense
204
0
Environmental protection related personnel
expenses
1,994
486
Environmental related hardware expenses 2,471
0
Total 15,117
1,843

The Company violated Water Pollution Control Act in 2020, and was corrected by Department of Environmental Protection, Taoyuan. The company has completed relative modification and improvement..

V. Labor Relations

  • (I) The Company has established a well-established personnel system and employee operation guidelines and maintained a smooth communication channel. The employees' welfare, treatment, family life, etc. are all very concerned. Therefore, the working relationship with employees has been positive, no severe labor disputes occurred.

  • (II) The employee benefit measures currently implemented by the Company include:

  • Labor insurance: new employee will be insured under labor insurance upon first day of employment.

  • National Health Insurance: new employee will be insured under National Health Insurance on the first day of employment.

  • Group insurance: All employees enjoy multiple guarantees such as free life insurance, medical insurance and accident insurance.

  • Withdraw residual revenue to share dividends with employees: Pay dividends to employees, to share positive performance of the Company

  • 78 -

  • Employee outing: Arrange several different options for company travel tours for employees to choose from.

  • Leisure activities: Organize photography competitions and essay competitions.

  • Festival gifts: Provide gifts during Dragon Boat Festival, Mid-Autumn Festival, Labor Day and other festivals to celebrate

  • Birthday gift: Provide birthday gifts and hold birthday party.

  • Staff Restaurant: Provides a clean, bright, hygienic dining environment and delicious meals at great value.

  • Employee dormitory: Provide convenient accommodation for employees not from local area

  • Wedding and funeral funds: Subsidy for employee wedding and funeral

  • Injury and sympathy funds: Subsidy for employee going through injury or hospitalization

  • Departmental luncheon or get-together: Reserve certain funding for department function, for team unity.

  • Year-end party: Year-end employee appreciation dinner party.

  • Year-end lottery raffle: Conduct lottery of various prizes, to show gratitude to staff for their year- round contribution.

  • Christmas party: Get together with employee during holiday season.

  • Audio-visual library: Regularly purchase high-quality videos for employees to rent on a monthly basis.

  • Movie-night and appreciation of art exhibitions: Give away tickets to employee, to increase appreciation of letter arts and literature.

  • Periodical health check-up: Routine health check-up for the employee

  • Scholarships: Set up a Central Scholarship to provide school grants and attract talents to join CMC.

  • Various discounts from corporate account: Work with various business entities to offer diverse corporate account perks and discounts for employee to enjoy and shop at.

  • Groupon: Use CMC’s corporate resources to purchase good quality products in group-on price.

  • Employee retirement system: Well-rounded retirement plan for employee

  • Nutrition management: In order to strengthen employees' health awareness, we provide health care information for employees' reference and invite professional doctors to provide psychological counseling and health advice to employees.

  • Employee care for major injuries and disasters: Give periodical care and greeting to staff, and help to find a variety of cancer-related information for staff to refer from.

  • (III) The Company is committed to nurturing talents. In addition to implementing pre-employment training, it also provides multiple on-the-job training to enrich staff skills and advance toward multiple functional goals. The current training plan includes: The current training plan includes:

  • New employee orientation: After the new recruits report, in addition to the introduction of rules and regulations, work safety, environmental guidance, etc.,

  • 79 -

there are dedicated counselors to provide professional pre-employment training.

  • Skills Certification Training: Encourage newcomers to learn quickly, develop certification standards, authenticate successfully and give bonus incentives.

  • Internal training: The Company schedules annual plans according to training needs, external lecturers or in-house training instructors, and conducts training courses according to job level and work needs.

  • External training: The Company does not have its own training courses, and colleagues can apply for external training according to the needs of the work.

  • Safety and health training: The Company attaches great importance to work safety. It arranges various safety maintenance and certification courses in the year. In addition to strengthening work safety awareness, colleagues can also self-improve their licenses.

  • Evacuation drills: In order to ensure the safety of employee accommodation, the evacuation drills of the accommodation personnel are handled quarterly.

  • Emergency Training: Hold regular training on simulation of disasters to ensure the safety of colleagues.

  • Fire drill training: Conduct fire safety seminars every six months in accordance with the regulations, and apply internship training so that the participants can actually operate fire extinguishers, fire hydrants, and test the effectiveness of emergency escape grouping on a large scale.

  • Elite training: Train elite employee and arrange management courses to activate the organization.

  • License and certification: Encourage colleagues to study for professional skill licenses.

  • Language training: Encourage colleagues to pursue language proficiency.

  • Policy on rotation of job position and shifts: With internal transfer and rotation of job position, employees can understand the depth and breadth of work, thus strengthen the growth of employees.

  • Performance appraisals: Periodical performance interviews with employees, actively understand employee needs and suggestions, to improve on existing problems.

  • Working capabilities training: Encourage employees to participate in the industry talent investment program training pipeline and cultivate a variety of skills.

Results of 2020 Employee Education and Training:

Course Total Headcounts Total Hours
New Employee Orientation 55 330
SafetyCourse 105 315
Disaster Prevention 126 378
Professional Skill 690 2,640
Management Course 53 159
Total 1,029 3,822
  • 80 -

  • (IV) Employee Code of Ethics: The Company prepares working rules, employee handbooks, employment consent, internal announcements, posters, etc. as guidelines for employee work and behavior. The Company's employee code of conduct are as follows:

  • Protection of business confidentiality: The employees of the Company are prohibited from revealing the Company's business confidential content via verbal, written, photocopying, copying, photography, circulation or any other means or forms without the authorization of the Company.

  • Respect for intellectual property rights: The Company protects intellectual property rights and prohibits employees from installing illegal software or copying copyrighted intellectual property.

  • Emphasize on importance of information security: The equipment and assets used by the Company, including but not limited to computers and peripheral equipment, online accounts, documents and information, are limited to job related purposes. Employees of the Company are not allowed to install non-corporate authorized software or hardware without permission or bring the electronic devices required for non-services into the Company without permission.

  • Prohibition of employment discrimination: The Company recruits employees, and the management method must not be treated or despised due to factors such as race, class, nationality, religion, age, disability, gender, marital status, pregnancy, sexual orientation, community, etc.

  • Protection of gender equality: In order to maintain gender equality and personal dignity, the Company has established measures for the prevention and control of sexual harassment in the workplace and for disciplinary measures for all employees to comply with.

  • Prohibition of improper benefits: The Company strictly prohibits employees from using their duties to obtain improper or unlawful interests for themselves or any third party, group or company, regardless of whether the behavior is due to personal feelings or personal interests.

  • Emphasis on work safety: The Company focuses on work safety and hygiene, sets various work procedures and codes of practice, requires employees to follow the correct work steps and regularly check relevant equipment, and relevant departments will check them regularly and irregularly to ensure employees work safely.

  • Encourage for honesty: The Company employs employees to pay most attention to personal character, honesty, and ownership of responsibility, as these are most basic work attitude.

  • The spirit of teamwork: Every employee of the Company should work in a division of labor, play the spirit of the team, and believe that even the big problems can be solved.

  • The culture of innovative thinking: The Company encourages employees to have a positive working attitude and innovative thinking mode, in order to respond to the external environment of rapid changes, and to establish a win-win situation for labor and capital.

  • (V) The Company has not suffered any significant losses due to labor disputes in the most recent year up to the printing date of this annual report. In the future, the Company will continue to uphold the principle of consistent improvement of employees' welfare measures and maintain a smooth communication channel. CMC believe that maintaining a good labor relationship with employees, there should be no labor disputes in the future.

  • 81 -

VI. Important Contract

Type of
Contract
Party Contract Duration Contract Content Restrictions
Authorized
contract
4CEntity LLC From September 30,
2002
Technology
licensing
The Company carries a duty
of confidentiality
Authorized
contract
Philips From December 31,
2009
Patent licensing The Company carries a duty
of confidentiality
Authorized
contract
SONY From April 1, 2010 Patent licensing The Company carries a duty
of confidentiality
Authorized
contract
HP From April 1, 2005 Trademark
licensing
The Company carries a duty
of confidentiality
Authorized
contract
HP From November 4,
2005
Technology
licensing
The Company carries a duty
of confidentiality
Purchase
and sales
contract
Maxell From April 17, 2006 Manufacture of
products
The Company carries a duty
of confidentiality
Authorized
contract
Pioneer From April 1, 2009 Patent licensing The Company carries a duty
of confidentiality
Authorized
contract
JVC From January 1, 2010 Patent licensing The Company carries a duty
of confidentiality
Authorized
contract
Taiyo Yuden From August 24, 2015 Patent licensing The Company carries a duty
of confidentiality
Authorized
contract
One Blue From January 1, 2018 Patent licensing The Company carries a duty
of confidentiality
License
Agreement
YOURSCO From January 1, 2021 Technology
licensing
The Company carries a duty
of confidentiality
  • 82 -

Chapter 6 Financial Status Overview

======================================================================

  • I. Condensed Balance Sheets and Statements of Comprehensive Income for the Past 5 Fiscal Years

  • (I) Condensed Balance Sheets and Statements of Comprehensive Income

    1. Condensed consolidated balance sheet

Unit: NT$1,000

Year
Item
Year
Item

Financial information in the last 5 years (Note 1)

Financial information in the last 5 years (Note 1)

Financial information in the last 5 years (Note 1)

Financial information in the last 5 years (Note 1)

Financial information in the last 5 years (Note 1)
2016 2017 2018 2019 2020
Current assets 10,881,094
9,900,844

13,262,729

14,096,882

13,284,631
Property,
plant
and
equipment

14,797,071

12,980,006

8,900,335

6,329,013

5,547,534
Intangible assets 202,699
169,990

88,685

181,740

146,877
Other Assets 3,377,697
2,874,518

3,109,102

4,850,505

5,825,967
Total Assets 29,258,561
25,925,358

25,360,851

25,458,140

24,805,009
Current
liabilities
Before
distribution

5,373,369

3,424,284

3,464,537

3,995,718

3,406,467
After
distribution

5,373,369

3,424,284

3,464,537

4,227,494

(Note 2)
Non-current liabilities 2,711,815
2,927,647

2,402,081

1,928,774

2,076,891
Total
Liabilities
Before
distribution

8,085,184

6,351,931

5,866,618

5,924,492

5,483,358
After
distribution

8,085,184

6,351,931

5,866,618

6,156,268

(Note 2)
Equity attributable to
owners of parent

20,586,627

19,077,273

19,066,404

19,226,542

18,976,575
Share capital 18,778,715
18,306,475

17,741,264

11,588,812

11,588,812
Capital surplus 7,170,157
7,441,417

7,542,770

7,700,295

7,642,963
Retained
earnings
Before
distribution

(5,199,745)

(6,293,519)

(5,671,352)

213,793

150,933
After
distribution

(5,199,745)

(6,293,519)

(5,671,352)

(17,983)

(Note 2)
Other equity interest 6,570
(208,030)

(295,175)

(276,358)

(406,133)
Treasury Stock (169,070)
(169,070)

(251,103)

0

0
Non-controlling interest 586,750
496,154

427,829

307,106

345,076
Total
Equity
Before
distribution

21,173,377

19,573,427

19,494,233

19,533,648

19,321,651
After
distribution

21,173,377

19,573,427

19,494,233

19,301,872

(Note 2)

Note 1: Financial information in the last 5 years have been checked and verified by certified accountants Note 2: To be approved by the resolution of shareholders’ meeting.

  • 83 -

2. Condensed Consolidated Income Statement

Unit: NT$1,000

Year
Item

Financial information in the last 5 years (Note 1)

Financial information in the last 5 years (Note 1)

Financial information in the last 5 years (Note 1)

Financial information in the last 5 years (Note 1)

Financial information in the last 5 years (Note 1)
2016 2017 2018 2019 2020
Sales Revenue 10,962,317
9,155,743

8,569,339

7,045,247

9,401,027
Gross Profit 253,670
52,560

576,505

1,118,481

2,003,393
Operating Income (1,728,167)
(1,328,829)

(596,688)

(93,604)

(231,344)
Non-operating income
and expenses

(341,289)

346,755

1,262,120

307,283

460,894
Net profit (loss)
before tax
(2,069,456)
(982,074)

665,432

213,679

229,550
Net loss for the
ongoing operating
business unit
(2,203,609)
(1,127,310)

443,401

211,516

124,827
Loss from
Discontinued
Operations
0
0

(20,002)

(43,930)

0
Net Income (2,203,609)
(1,127,310)

423,399

167,586

124,827
Other Comprehensive
Income (Loss), After
Tax
(188,587)
(148,678)

85,958

38,983

(149,294)
Total comprehensive
income for the year
(2,392,196)
(1,275,988)

509,357

206,569

(24,467)
Net profit (loss)
attributable to the
equity holders of the
parent company
(2,370,564)
(1,128,344)

430,204

228,705

111,073
Net profit (loss)
attributable to
non-controlling
interests
166,955
1,034

(6,805)

(61,119)

13,754
Comprehensive
Income Attributable to
Owners of the Parent

(2,557,820)

(1,297,126)

525,464

256,575

(44,537)
Comprehensive
Income Attributable to
Non-controlling
Interests

165,624

21,138

(16,107)

(50,006)

20,070
Basic Earnings (Loss)
Per Share
(1.17)
(0.61)

0.36

0.20

0.10

Note 1: Financial information in the last 5 years have been checked and verified by certified accountants

  • 84 -

3. Condensed individual balance sheet

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000
Year
Item
Financial information in the last 5 years (Note 1)
2016 2017 2018 2019 2020
Current assets 6,840,022
7,148,885

8,368,705

8,867,449

7,992,051
Property, plant and
equipment
6,802,121
6,014,825

5,219,840

4,840,399

4,235,057
Intangible assets 70,360
40,575

21,951

105,379

93,161
Other Assets 12,902,058
11,695,645

12,301,060

10,317,279

11,119,484
Total Assets 26,614,561
24,899,930

25,911,556

24,130,506

23,439,753
Current
liabilities
Before
distribution

3,777,957

2,871,615

4,388,064

2,073,851

1,606,112
After
distribution

3,777,957

2,871,615

4,388,064

2,305,627

(Note 2)
Non-current liabilities 2,249,977
2,951,042

2,457,088

2,830,113

2,857,066
Total
Liabilities
Before
distribution

6,027,934

5,822,657

6,845,152

4,903,964

4,463,178
After
distribution

6,027,934

5,822,657

6,845,152

5,135,740

(Note 2)
Share capital 18,778,715
18,306,475

17,741,264

11,588,812

11,588,812
Capital surplus 7,170,157
7,441,417

7,542,770

7,700,295

7,642,963
Retained
earnings
Before
distribution

(5,199,745)

(6,293,519)

(5,671,352)

213,793

150,933
After
distribution

(5,199,745)

(6,293,519)

(5,671,352)

(17,983)

(Note 2)
Other equity interest 6,570
(208,030)

(295,175)

(276,358)

(406,133)
Treasury Stock (169,070)
(169,070)

(251,103)

0

0
Total Equity Before
distribution

20,586,627

19,077,273

19,066,404

19,226,542

18,976,575
After
distribution

20,586,627

19,077,273

19,066,404

18,994,766

(Note 2)

Note 1: Financial information in the last 5 years have been checked and verified by certified accountants Note 2: To be approved by the resolution of shareholders’ meeting.

  • 85 -

4. Condensed Consolidated Individual Income Statement

Unit: NT$1,000

Unit: NT$1,00 Unit: NT$1,00 Unit: NT$1,00 Unit: NT$1,00 Unit: NT$1,00
Year
Item

Financial information in the last 5 years (Note)
2016 2017 2018 2019 2020
Sales Revenue 8,228,573
6,727,951

6,643,919

5,504,373

3,935,194
Gross Profit 364,633
132,571

550,704

887,759

648,258
Operating Income (906,112)
(563,293)

(66,544)

328,510

(120,969)
Non-operating income
and expenses
(1,367,737)
(445,808)

557,588

(90,196)

262,551
Net profit (loss) before
tax
(2,273,849)
(1,009,101)

491,044

238,314

141,582
Net loss for the
ongoing operating
business unit
(2,370,564)
(1,128,344)

430,204

228,705

111,073
Loss from
Discontinued
Operations
0
0

0

0

0
Net Income (2,370,564)
(1,128,344)

430,204

228,705

111,073
Other Comprehensive
Income (Loss), After
Tax
(187,256)
(168,782)

95,260

27,870

(155,610)
Total comprehensive
income for the year
(2,557,820)
(1,297,126)

525,464

256,575

(44,537)
Basic Earnings (Loss)
Per Share
(1.17)
(0.61)

0.36

0.20

0.10

Note: Financial information in the last 5 years have been checked and verified by certified accountants.

(II) Name of the CPA in the most recent five years and the audit comments:

Year CPA Opinion
2016 Lin, Chun-Yao, Yu, Shu-Fen Unmodified opinion
2017 Yu, Shu-Fen, Chang, Shu-Chiung Unmodified opinion
2018 Yu, Shu-Fen, Chang, Shu-Chiung Unmodified opinion
2019 Yu, Shu-Fen, Chang, Shu-Chiung Unmodified opinion
2020 Yu, Shu-Fen, Chang, Shu-Chiung Unmodified opinion
  • 86 -

II. Financial Analyses for the Past Five Fiscal Years

(I) Financial ratio analysis

1. Consolidated financial ratio analysis

Analysis Item Year Financial Analyses for the Past Five Fiscal Years(Note 1) Financial Analyses for the Past Five Fiscal Years(Note 1) Financial Analyses for the Past Five Fiscal Years(Note 1) Financial Analyses for the Past Five Fiscal Years(Note 1) Financial Analyses for the Past Five Fiscal Years(Note 1)
2016 2017 2018 2019 2020
Financial
Structure (%)
Debt ratio 27.63 24.50 23.13 23.27 22.11
Ratio of long-term capital to
property, plant, and
equipment
161.42 173.35 246.02 339.11 385.73
Solvency (%) Current ratio 202.50 289.14 382.81 352.80 389.98
Quick ratio 158.40 239.19 332.97 268.61 301.55
Interest coverage ratio - - 10.00 6.75 5.71
Operating
Ability
Receivable Turnover
(Times)
4.65 4.52 5.01 3.56 4.28
Average days for cash
receipts
78.00 80.00 72.85 102.52 85.28
Inventory Turnover (Times) 3.53 3.61 3.73 1.93 1.99
Payable Turnover (Times) 8.82 7.73 9.11 7.57 7.60
Average days for sale of
goods
103.00 101.00 97.85 189.11 183.41
Property, Plant and
Equipment Turnover
(Times)
0.69 0.66 0.78 0.93 1.58
Total Assets Turnover
(Times)
0.35 0.33 0.33 0.28 0.37
Profitability Return on Total Assets (%) (6.58) (3.78) 1.88 0.77 0.65
Return on equity (%) (9.72) (5.53) 2.17 0.86 0.64
Pre-tax net profit to paid-in
capital ratio (%)
(11.02) (5.36) 3.75 1.84 1.98
Net Margin (%) (20.10) (12.31) 4.94 2.38 1.33
Earnings Per Share (NT$) (1.17) (0.61) 0.36 0.2 0.1
Cash Flow Cash Flow Ratio () 18.13 8.52 7.89 - 6.85
Cash Flow Adequacy Ratio
()
637.72 642.60 661.06 334.23 156.94
Cash Reinvestment Ratio
()
1.64 0.56 0.58 - 1.2
Leverage Operating leverage - - - - -
Financial leverage - - - - 0.83

Note 1: Financial information in the last 5 years have been checked and verified by certified accountants

Reasons for the changes in financial ratios in the Company over the last two years: (analysis can be avoided if the increase or decrease is less than 20%)

(1)Operating ability analysis:

The main reason is that the Group strengthened its collection this year, which resulted in a better turnover rate of accounts receivable than last year.

(2)Analysis on profitability:

The profitability indicators were not as well as the previous period due to decrease in net profit after tax.

  • (3)Cash flow analysis:

For relevant analysis, please refer to page 310 Description of cash flow, of the annual report.

  1. Analysis of individual financial ratio

  2. 87 -

Year
Analysis Item
Year
Analysis Item
Financial Analyses
for the Past Five Fiscal Years (Note 1)
Financial Analyses
for the Past Five Fiscal Years (Note 1)
Financial Analyses
for the Past Five Fiscal Years (Note 1)
2016 2017 2018 2019 2020
Financial
Structure
(%)
Debt ratio 22.65 23.38 26.42 20.32 19.04
Ratio
of
long-term
capital
to
property, plant, and equipment

335.73
366.23 412.34 455.68 515.55
Solvency
(%)
Current ratio 181.05 248.95 190.72 427.58 497.60
Quick ratio 148.37 218.67 168.25 368.31 428.77
Interest coverage ratio - - 7.71 7.87 4.48
Operating
Ability
Receivable Turnover (Times) 4.19 4.10 4.72 4.40 3.15
Average days for cash receipts 87.00 89.00 77.33 82.95 115.87
Inventory Turnover (Times) 6.25 6.07 6.04 3.94 2.55
Payable Turnover (Times) 7.02 6.22 5.47 5.72 6.78
Average days for sale of goods 58.00 60.13 60.43 92.63 143.13
Property,
Plant
and
Equipment
Turnover (Times)

1.11
1.05 1.18 1.09 0.87
Total Assets Turnover (Times) 0.29 0.26 0.26 0.22 0.17
Profitability Return on Total Assets (%) (7.97) (4.08) 1.92 1.02 0.60
Return on equity (%) (10.72) (5.69) 2.26 1.19 0.58
Pre-tax net profit to paid-in capital
ratio (%)

(12.11)
(5.51) 2.77 2.06 1.22
Net Margin (%) (28.81) (16.77) 6.48 4.15 2.82
Earnings Per Share (NT$) (1.17) (0.61) 0.36 0.2 0.1
Cash Flow Cash Flow Ratio () 19.50 7.03 4.71 - -
Cash Flow Adequacy Ratio () 593.99 604.28 529.49 203.44 105.56
Cash Reinvestment Ratio () 1.63 0.54 0.62 - 0.73
Leverage Operating leverage - - - 1.69 -
Financial leverage - - - 1.11 0.75

Note 1: Financial information in the last 5 years have been checked and verified by certified accountants Reasons for the changes in financial ratios in the Company over the last two years: (analysis can be avoided if the increase or decrease is less than 20%)

  • (1) Analysis on solvency:

All indicators of solvency were better due to the repayment of bank loan.

  • (2) Analysis on profitability:

The profitability indicators were not as well as the previous period due to decrease in net profit after tax.

  • (3) Cash flow analysis:

For relevant analysis, please refer to page 310 Description of cash flow, of the annual report.

  • Note 2: Calculation Formula

  • 1 . Financial structure

    • (1) Ratio of liabilities in assets = total liabilities/total assets.

    • (2)Ratio of long-term capital to property, plant, and equipment = (Total equity + Non-current liabilities)/Net value of property, plant, and equipment.

  • Solvency

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

    • (2) Quick ratio = (Current assets - Inventories - Prepaid expenses)/Current liabilities.

    • (3) Interest coverage ratio = Income before tax and interest expenses/Interest expenses.

  • Operating ability

  • 88 -

    • (1) Accounts receivable (including accounts receivable and notes receivable generated from operations) turnover rate = Net sales/Average balance of accounts receivable (including accounts receivable and notes receivable generated from operations) for each period.

    • (2) Average days for cash receipts = 365/Accounts receivable turnover rate.

    • (3) Inventory turnover rate = Cost of goods sold/Average inventories.

    • (4) Accounts payable (including accounts payable and notes payable generated from operations) turnover rate = Cost of goods sold/Average balance of accounts payable (including accounts payable and notes payable generated from operations) for each period.

    • (5) Average days for sale of goods = 365/Inventory turnover rate.

    • (6) Real estate, plants and equipment turnover rate Net sales Average real estate, plants and equipment, net.

    • (7) Total assets turnover rate = Net sales/Average total assets.

  • Profitability

    • (1) Return on assets = [Income after tax + Interest expenses x (1 - tax rate)]/Average total assets.

    • (2) Return on equity = Income after tax/Average total equity.

    • (3) Net profit margin = Income after tax/Net sales.

    • (4) Earnings per share = (Income attributable to owners of the parent - preferred stock dividends)/Weighted average number of shares issued. (Note 4)

  • Cash flows

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

    • (2) Cash flow adequacy ratio = Five-year sum of net cash flows generated from operating activities/Five-year sum of capital expenditure, inventory additions and cash dividends).

    • (3) Cash reinvestment ratio = (Net cash flows from operating - cash dividends)/(Gross amount of property, plant, and equipment + Long term investment + Other non-current assets + Working capital). (Note 4)

  • Leverage

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

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

  • Note 3:Special attention shall be paid to the following matters when using the calculation formula of earning per share above:

  • Shares outstanding is based on weighted average shares, and not based on year end shares outstanding.

  • Cash offerings or treasury stock transactions are considered in calculating weighted average shares.

  • Earnings appropriation or reserves to paid in capital shall be calculated and adjusted accordingly.

  • If preferred shares are cumulative non-convertible preferred shares, dividends shall be subtracted (regardless of whether they are paid out in dividends), from after tax net profit. If preferred shares are non-cumulative, in the event of net profits, preferred shares shall be subtracted after tax, but no adjustments needed if there are losses.

  • Note 4: Special attention should be paid to the following when measuring cash flow analysis:

  • Cash flows from operating activities refers to operating cash flows.

  • Capital expenditures are from the annual cash flow statements on capital expenditure outflows.

  • Inventory increases are from period end balance greater than period beginning balance, if inventories are less, then zero is applied.

  • Cash dividends includes common stock and preferred shares dividends.

  • Real estate, plant and equipment gross refers to the total amount of real estate, plant and equipment before deducting accumulated depreciation.

Note 5:The issuer shall classify the operating costs and operating expenses as fixed or variable as per their nature. If it involves estimation or subjective judgment, they are classified based on rationality and consistency.

  • Note 6:Where Corporation shares have no par value or where the par value per share is not NT$ 10, any calculations that involve paid-in capital and its ratio shall be replaced with the equity ratio belonging to the owner of the parent Corporation of the asset balance sheet.

  • 89 -

III. Annual Report of the Audit Committee for the Most Recent Fiscal Year

CMC Magnetics Corporation Audit Committee's Report

It is to certify that

The 2020 Business Report, Financial Statements, and the profit distribution plan submitted by the Board of Directors have been reviewed by us, the Audit Committee of the Company. We have not found any inconsistencies with applicable laws in our review of the aforementioned documents. Therefore, we are hereby issuing this report in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review.

Sincerely,

2021 Annual General Meeting of CMC Magnetics Corporation

Convener of the Audit Committee

SHIAU, FUNG-SHYUNG

March 25, 2021

  • 90 -

IV. Annual Financial Report for the Most Recent Fiscal Year

Representation Letter of CMC Magnetics Corporation

The entities that are required to be included in the consolidated financial statements of the Company as of and for the year ended December 31, 2020, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, a separate set of combined financial statements will not be prepared.

Hereby certify

CMC Magnetics Corporation

Chairman: Wong, Ming-Sen

March 31, 2021

  • 91 -

Independent Auditors' Report

(2021) Order Cai-Shen-Pao No. 20004977

To CMC Magnetics Corporation,

Audit Opinion

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

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019 and for the years then ended, and its consolidated financial performance and its consolidated cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China, based on our audit results and the audit reports of other certified public accountants (CPAs)(refer to the section of “Other Matters”).

Basis for Audit Opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China for 2020, while in compliance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants, FSC Letter Jin-Guan-Zheng-Shen No. 1090360805 dated February 25, 2020, and the auditing standards generally accepted in the Republic of China for 2019. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of this report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our auditing results and other independent auditors' reports, we believe that we have obtained sufficient and appropriate audit evidence to serve as the basis for our opinion.

Key Audit Matters

Key audit matters refer to the most vital matters in our audit of the consolidated financial statements of the Group for the year ended December 31, 2020 based on our professional judgment. Such matters have been dealt with in the course of auditing and compiling the consolidated financial statements and in the preparation of our audit opinion. As such, we do not respond to each key matter individually.

Key audit matters of the consolidated financial statements of the Group for the year ended December 31, 2020 are stated as follows

  • 92 -

Accounting estimation of inventory valuation

Description

Refer to Note 4(13) to the consolidated financial statements for accounting policies regarding inventory valuation; Note 5(2) for uncertainty of accounting estimates and assumptions regarding inventory valuation; and Note 6(7) for details of inventory accounting titles.

The Group mainly manufactures and sells optical discs. Due to frequent market price fluctuations in such inventories, there is a higher risk of inventory valuation losses. Since the monetary amount of Group’s inventory is significant and there are many items that require manual judgment of obsolescence of inventories, we have listed the estimate of the Group’s allowance for inventory valuation losses as one of the key audit matters for the current year.

Corresponding audit procedures

Our major audit procedures executed in response to this key audit matter are as follows.

  1. Assess the policy adopted for its allowance for valuation loss on its inventories based on the understanding of the Group's operations and the nature of the industry.

  2. Test whether the basis for the net realizable value is consistent with the policies set by the Group, and randomly inspect the correctness of the selling prices of individual inventory part numbers and the way the net realized value is calculated.

  3. Acquire obsolete inventory details that have been identified and approved by the management, inspect the relevant information and verify it based on the records in the account.

Evaluation of impairment of property, plant and equipment

Description

For the accounting policies for impairment of property, plant and equipment and non-financial assets, please refer to Notes 4(16) and 4(21) of the consolidated financial statements; for the uncertainty of accounting estimates and assumptions for impairment of property, plant and equipment, please refer to Note 5(2) of the consolidated financial statements; for the description of impairment accounting items of property, plant and equipment and non-financial assets, please refer to Notes 6(9) and 6(12) of the consolidated financial statements.

The Group estimates the recoverable amount of property, plant and equipment based on value in use, which serves as the basis for impairment assessment. Since the value-in-use evaluation process involves the judgment of the management, any changes in economic conditions or changes in the Company’s strategy may cause impairment in the future. Therefore, we have listed the impairment assessment of the Group’s property, plant and equipment as one of the key audit items for the current year.

  • 93 -

Corresponding audit procedures

Our major audit procedures executed in response to this key audit matter are as follows.

  1. Recalculate relevant amounts to check the correctness of the management's relevant calculations of the recoverable amount of assets with signs of impairment at the balance sheet date.

  2. Understand and evaluate whether the Company’s asset impairment assessment procedures and accounting policies are consistent with accounting principles and adopted consistently, including methods used by management to determine the recoverable amount of individual assets.

  3. Obtain the evaluation information used by the management to determine the recoverable amount based on the asset usage model and industry characteristics, evaluate and determine the reasonableness of the independent cash flow of the asset group, the useful life of the asset, and the possible future income and expenses.

Other Matters – Audits by other CPAs

The financial statements of some of the subsidiaries and investees under the equity method that are included in the consolidated financial statements of the Group were not audited by us but by other CPAs. Therefore, the opinions issued by us regarding the amounts listed in such subsidiary financial reports from the consolidated financial statements mentioned above are based on the audit report from other CPAs. The total assets (including investments using the equity method) of the aforementioned companies as of December 31, 2020 and 2019 were NT$3,813,941 thousand and NT$5,477,804 thousand, respectively, accounting for 15.38% and 21.52% of the total consolidated assets; the operating income for 2020 and 2019 was NT$2,889,487 thousand and NT$324,473 thousand, respectively, accounting for 30.74% and 4.61% of the consolidated operating income. In addition, part of the Group’s investments using the equity method in 2020 and 2019 and part of the information on investees disclosed in Note 13 are based on their evaluation and disclosures of the financial statements made by other CPAs appointed by the investees. We did not audit said financial statements. The balance of said investment using the equity method disclosed as of December 31, 2020 and 2019 was NT$300,803 thousand and NT$461,465 thousand, respectively, accounting for 1.21% and 1.81% of the total consolidated assets; the comprehensive income (including the share of profit and loss and other comprehensive income on associates and joint ventures recognized under the equity method) are NT$(64,094) thousand and NT$106,694 thousand, accounting for 261.96% and 51.65% of the total comprehensive income.

Other Matters - Parent Company Only Financial Reports

The Company has also prepared the parent company only financial statements for the years ended December 31, 2020 and 2019, for which we have issued an unqualified opinion, plus the audit report as in the section of other matters

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

  • 94 -

Statements

The responsibilities of the management are to prepare the consolidated financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and regulations of IFRS and IAS as well as IFRIC and SIC interpretations endorsed by the FSC with effective dates, and to maintain necessary internal control associated with the preparation in order to ensure that the financial statements are free from material misstatement arising from fraud or error.

In preparing the consolidated financial statements, the management is responsible for assessing the ability of the Group in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Group or cease the operations without other viable alternatives.

The governance bodies of the Group (including the Audit Committee) are responsible for supervising the financial reporting process.

CPAs' Responsibilities for the Audit of Consolidated Financial Statements

Our objectives are to obtain reasonable assurance on whether the consolidated financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. Reasonable assurance is a high-level 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 may be caused by fraud or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the consolidated financial statements, they are considered material.

We have utilized our professional judgment and maintained professional doubt when performing the audit work in accordance with the auditing standards generally accepted in the Republic of China. We have also performed the following tasks:

  1. Identify and evaluate the risk of material misstatements due to fraud or error in the consolidated financial statements; design and carry out appropriate countermeasures for the evaluated risk; and obtain sufficient and appropriate evidence as the basis for their audit 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. Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

  3. Evaluate the appropriateness of accounting policies adopted by the management and the reasonableness of the accounting estimates and relevant disclosures.

  4. Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we believe there are events or conditions indicating the existence of a material uncertainty, we are required to remind the users of the consolidated financial statements in our audit report of the relevant disclosures therein, or to amend our audit opinion when any inappropriate disclosure is found. Our conclusion is based on the audit

  5. 95 -

evidence acquired as of the date of the audit report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  1. Evaluate the overall expression, structure and contents of the consolidated financial statements (including relevant Notes), and whether the consolidated financial statements fairly present relevant transactions and items.

  2. Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Group, to express an opinion on the consolidated financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.

The matters communicated between us and the governance bodies include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).

We also provided governance bodies with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).

From the matters communicated with the governance bodies, we determined the key audit matters for the audit of the Group's consolidated financial statements for the year ended December 31, 2020. We describe these matters in our audit 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.

PricewaterhouseCoopers Taiwan

Yu, Shu-Fen

CPA

Chang, Shu-chiung

Financial Supervisory Commission

Approval No.: Jin-Guan-Zheng-Shen No. 1030027246 Former Financial Supervisory Commission, Executive Yuan, Approval No.: Jin-Guan-Zheng-Shen No. 0990042602

March 31, 2021

  • 96 -

CMC Magnetics Corporation and Its Subsidiaries

Consolidated Balance Sheets

For the Years Ended December 31, 2020 and 2019

Unit: NT$ thousands

Assets Notes
6(1)

6(2)
6(4) and 8
6(5) and 7
6(5)(6) and 7
4(3) and 6(6)
6(7)
6(13)
6(2)(12)

6(2) and 8

6(3)
6(4) and 8

6(8)
6(9)(12) and 8
6(10)(12)
6(11) and 8
6(12)
6(31)
6(3)(12)
(14)
December 31, 2020
Amount
%
$ 3,697,814
15
4,186,911
17
257,006
1
4,236
-
1,702,325
7
413,384
2
2,796,644
11
4,810
-
221,501
1
13,284,631
54
3,097,478
12
369,487
1
16,198
-
300,803
1
5,547,534
22
261,700
1
626,145
3
146,877
1
488,033
2
666,123
3
11,520,378
46
$ 24,805,009
100
December 31, 2019 December 31, 2019
Amount
$ 3,697,814
4,186,911
257,006
4,236
1,702,325
413,384
2,796,644
4,810
221,501
13,284,631
3,097,478
369,487
16,198
300,803
5,547,534
261,700
626,145
146,877
488,033
666,123
11,520,378
$ 24,805,009
Amount
$ 3,327,127
4,122,089
258,714
6,786
2,356,468
270,246
3,093,515
384,444
277,493
14,096,882
2,171,840
427,196
25,392
463,760
6,329,013
125,178
374,418
181,740
515,798
746,923
11,361,258
$ 25,458,140
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1136
Financial assets at amortized cost -
current
1150
Notes receivable, net
1170
Net trade receivable
1200
Other receivables
130X
Inventories
1460
Non-current assets held for sale, net
1479
Other current assets - others
11XX
Total current assets
Non-current assets
1510
Financial assets at fair value through
profit or loss - non-current
1517
Financial assets at fair value through
other
comprehensive
income
-
non-current
1535
Financial assets at amortized cost -
non-current
1550
Investments accounted for using the
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment properties, net
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
13
16
1
-
9
1
12
2
1
55
9
2
-
2
25
-
1
1
2
3
45
100

(Continued on the next page)

  • 97 -
December31,2020 December31,2019
Liabilities and equity Notes Amount
% Amount
%
Current liabilities
2100 Short-term borrowings 6(15) and 8 $ 353,017 2 $ 206,000 1
2120 Financial liabilities at fair value 6(16)
through profit or loss- current - - 670 -
2130 Contract liabilities – current 6(25) 85,641 - 245,282 1
2150 Notes payable 88,478 - 327,272 1
2170 Trade payables 797,840 3 733,673 3
2200 Other payables 6(17)(34) 1,127,022 5 1,218,841 5
2230 Current tax liabilities 181,506 1 64,900 -
2260 Liabilities directly associated with 6(13)
non-current assets held for sale - - 147,444 1
2280 Lease liabilities - current 63,188 - 61,465 -
2320 Long-term liabilities due within 6(18) and 8
one year or one operating cycle 541,000 2 875,460 3
2399 Other current liabilities - others 168,775 1 114,711 1
21XX Total current liabilities 3,406,467 14 3,995,718 16
Non-current liabilities
2540 Long-term borrowings 6(18) and 8 1,589,000 6 1,485,000 6
2570 Deferred income tax liabilities 6(31) 96,884 - 100,339 -
2580 Lease liabilities - non-current 187,261 1 50,671 -
2600 Other non-current liabilities 6(8)(19) 203,746 1 292,764 1
25XX Total non-current liabilities 2,076,891 8 1,928,774 7
2XXX Total liabilities 5,483,358 22 5,924,492 23
Equity
Equity attributable to the owners
of parent company
Share capital 6(21)
3110 Common stock 11,588,812 47 11,588,812 45
Capital surplus 6(22)
3200 Capital surplus 7,642,963 31 7,700,295 31
Retained earnings 6(23)
3310 Legal reserve 21,379 - - -
3350 Retained earnings 129,554 1 213,793 1
Other equity 6(24)
3400 Other equity ( 406,133 ) ( 2 ) ( 276,358 ) ( 1 )
31XX Total equity attributable to
the
owners
of
parent
company 18,976,575 77 19,226,542 76
36XX Non-controlling interests 4(3) 345,076 1 307,106 1
3XXX Total equity 19,321,651 78 19,533,648 77
Significant
contingent liabilities
6(18) and 9
and
unrecognized
contractual
commitments
Material events after the balance 11
sheet date
3X2X Total liabilities and equity $ 24,805,009 100 $ 25,458,140 100

The notes attached are part of the Consolidated Financial Statements and shall be read together. Chairman: Wong, Ming-Sen Manager: Wong, Ming-Sen Accounting Manager: Pi-yin Yang

  • 98 -

CMC Magnetics Corporation and Its Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2020 and 2019

Unit: NT$ thousands, except for earnings per share

Items
4000
Operating revenue
5000
Operating costs
5900
Gross operating profit
Operating expenses
6100
Selling and marketing expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit loss
6000
Total operating expenses
6900
Operating losses
Non-operating income and expenses
7100
Interest revenue
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit (loss) on associates
and joint ventures accounted for
using equity method
7000
Total non-operating income and
expenses
7900
Net income before tax
7950
Income tax expense
8000
Net
profit
from
continuing
operations
8100
Loss from discontinued operations
8200
Net profit
2020
2019
Notes
Amount
%
Amount
%
6(2)(8)(25)
and 7
$ 9,401,027
100
$ 7,045,247
100
6(7)(19)(30) (
7,397,634 ) (
79 ) (
5,926,766 ) (
84 )
2,003,393
21
1,118,481
16
6(19)(30)and
7
(
984,317 ) (
11 ) (
502,807 ) (
7 )
(
845,637 ) (
9 ) (
309,189 ) (
4 )

(
296,480 ) (
3 ) (
399,583 ) (
6 )
12(2)
(
108,303 ) (
1 ) (
506 )
-
(
2,234,737 ) (
24 ) (
1,212,085 ) (
17 )
(
231,344 ) (
3 ) (
93,604 ) (
1 )

6(4)(26)
16,470
-
18,154
-
6(27)
279,870
3
1,920,351
27
6(2)(16)(28)
277,150
3 (
1,587,124 ) (
22 )
6(29)
(
49,599 )
- (
44,960 ) (
1 )
6(8)
(
62,997 ) (
1 )
862
-
460,894
5
307,283
4
229,550
2
213,679
3
6(31)
(
104,723 ) (
1 ) (
2,163 )
-
124,827
1
211,516
3
6(13)
-
- (
43,930 ) (
1 )
$ 124,827
1
$ 167,586
2

(Continued on the next page)

  • 99 -
Items
Other comprehensive income, net
Items that will not be reclassified
to profit or loss
8311
Remeasurement of defined benefit
plans
8316
Unrealized
gains
(losses)
on
investments in equity instruments at
fair
value
through
other
comprehensive income
8349
Income tax related to items that will
not be reclassified
8310
Sum of items that will not be
reclassified to profit or loss
Items that may be reclassified
subsequently to profit or loss
8361
Exchange differences on translating
the financial statements of foreign
operations
8365
Equity directly related to non-current
assets held for sale (or disposal
groups)
8370
Share
of
other
comprehensive
income (loss) of associates and joint
ventures accounted for using the
equity method
8360
Sum
of
items
that
may
be
reclassified subsequently to profit
or loss
8500
Total comprehensive income for
current period
Net income (loss) attributable to:
8610
Owners of parent company
8620
Non-controlling interests
Total
Total comprehensive income/(loss)
attributable to:
8710
Owners of parent company
8720
Non-controlling interests
Total
Earnings per share
9750
Basic earnings per share
Diluted earnings per share
9850
Diluted earnings per share
2020
2019
Notes
Amount
%
Amount
%
6(19)
$ 4,736
-
$ 15,260
-
6(3)(24)
and 12(3)
(
29,458 )
-
46,006
1
6(31)
373
- (
3,253 )
-
(
24,349 )
-
58,013
1
6(24)
(
123,848 ) (
1 )
1,153
-
6(13)
(24)
-
- (
23,709 )
-
6(24)
(
1,097 )
-
3,526
-
(
124,945 ) (
1 ) (
19,030 )
-
( $ 24,467 )
-
$ 206,569
3
$ 111,073
1
$ 228,705
3
13,754
- (
61,119 ) (
1 )
$ 124,827
1
$ 167,586
2
( $ 44,537 )
-
$ 256,575
4
20,070
- (
50,006 ) (
1 )
( $ 24,467 )
-
$ 206,569
3
6(32)
$ 0.10
$ 0.20
$ 0.10
$ 0.20

The notes attached are part of the Consolidated Financial Statements and shall be read together.

Manager: Wong, Ming-Sen

Chairman: Wong, Ming-Sen

Accounting Manager: Pi-yin Yang

  • 100 -

CMC Magnetics Corporation and Its Subsidiaries

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2020 and 2019

Unit: NT$ thousands

2019
Balance as of January 1, 2019
Net profit (loss)
Other comprehensive income for current period
Total comprehensive income for current period
Capital reduction to offset losses
Treasury stock repurchase
Cancellation of treasury shares
Changes in ownership interests in subsidiaries
Difference between the equity price of subsidiary actually acquired o
disposed of and the book value
Disposal of equity instruments measured at fair value through othe
comprehensive income
Changes in non-controlling interests
Net cash received from non-controlling interests of subsidiaries
Net cash paid for non-controlling interests of subsidiaries
Balance as of December 31, 2019
2020
Balance as of January 1, 2020
Net profit
Other comprehensive income for current period
Total comprehensive income for current period
Appropriation of earnings for 2019:
Legal reserve
Cash dividends
Changes in ownership interests in subsidiaries
Disposal of equity instruments measured at fair value through othe
comprehensive income
Changes in non-controlling interests
Net cash received from non-controlling interests of subsidiaries
Disposal of subsidiaries
Balance as of December 31, 2020
Notes Equityattributable to the owners ofparent company Total Non-controlling
interests
Total equity
Common stock Capital surplus Retained earnings
Other equity
Equity directly
associated with
non-current
assets held for
sale
Treasuryshares
Legal
reserve
Unappropriated
earnings (losses
to be
compensated)
Exchange
differences on
translating the
financial
statements of
foreign
operations
Unrealized gains
or losses on
financial assets
at fair value
through other
comprehensive
income
$ 17,741,2
$ 7,542,770
$ (
$ 5,671,352
) ( $ 115,4
) ( $ 179,7
)
$ (
$ 251,10
)
$ 19,066,40
$ 427,8
$ 19,494,233
-
-
-
228,705

-
-
-
-
228,705
(
61,119 )
167,586
4(3), 6(3)(13)(24)
-
-
-
12,047
(
6,505 )
46,037
(
23,709 )
-
27,870
11,113
38,983
-
-
-
240,752
(
6,505 )
46,037
(
23,709 )
-
256,575
(
50,006 )
206,569
6(21)
(
5,671,352
)
-
-
5,671,352
-
-
-
-
-
-
-
6(21)
-
-
-
-
-
-
-
(
72,904 )
(
72,904
)
-
(
72,904
)
6(21)(22)
(
481,100
)
157,093
-
-
-
-
-
324,007
-
-
-
6(22)
-
355
-
-
-
-
-
-
355
(
355 )
-
r
6(22)(33)
-
77
-
(
23,965
)
-
-
-
-
(
23,888
)
23,888
-
r
6(24)
-
-
-
(
2,994
)
-
2,994
-
-
-
-
-
6(20)
-
-
-
-
-
-
-
-
-
2,959
2,959
6(33)
-
-
-
-
-
-
-
-
-
(
97,480 )
(
97,480
)
6(33)
-
-
-
-

-
-
-
-
-
271
271
$ 11,588,8
$ 7,700,295
$ $ 213,793
( $ 121,9
) ( $ 130,7
)
(
$ 23,7
)
$ $ 19,226,54
$ 307,1
$ 19,533,648


$ 11,588,8
$ 7,700,295
$ $ 213,793
( $ 121,9
) ( $ 130,7
)
(
$ 23,7
)
$ $ 19,226,54
$ 307,1
$ 19,533,648
-
-
-
111,073

-
-
-
-
111,073
13,754
124,827
6(3)(24)
-
-
-
(
962
) (
125,226 ) (
29,422
)
-
-
(
155,610
)
6,316
(
149,294
)
-
-
-
110,111
(
125,226 ) (
29,422
)
-
-
(
44,537
)
20,070
(
24,467
)
6(22)(23)


-
-
21,379
(
21,379
)
-
-
-
-
-
-
-
-
(
57,944
)
-
(
173,832
)
-
-
-
-
(
231,776
)
-
(
231,776
)
6(22)
-
612
-
-
-
-
-
-
612
(
612 )
-
r
6(24)
-
-
-
861
- (
861
)
-
-
-
-
-
6(20)
-
-
-
-
-
-
-
-
-
(
903 )
(
903
)
-
-
-
-
-
-
-
-
-
(
777 )
(
777
)
6(24)(35)
-
-
-
-

2,025
-
23,709
-
25,734
20,192
45,926
$ 11,588,8
$ 7,642,963
$ 21,
$ 129,554
( $ 245,1
) ( $ 161,0
)
$ $ $ 18,976,57
$ 345,0
$ 19,321,651

The notes attached are part of the Consolidated Financial Statements and shall be read together.

Chairman: Wong, Ming-Sen

Manager: Wong, Ming-Sen

Accounting Manager: Pi-yin Yang

  • 101 -

CMC Magnetics Corporation and Its Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2020 and 2019

Unit: NT$ thousands

Cash flows from operating activities
Profit/(loss) before income tax from continuing operations
Pre-tax net loss of discontinued operations
Net income before tax for the period
Adjustments
Adjustments for
Depreciation expenses (including property, plant and
equipment, right-of-use assets, and investment properties)
Amortization expenses
Expected credit impairment losses (gains)
Interest expenses
Interest revenue
Dividend income
Net losses (gains) on financial assets and liabilities at fair
value through profit and loss
Share-based payment (benefit) cost
Share of loss (profit) of associates accounted for using
equity method
Gains on disposal of property, plant and equipment
Gains on disposal of subsidiaries
Gains on disposal of investments
Gains on disposal of non-current assets held for sale
Financial asset impairment losses
Non-financial asset impairment losses
Gains on lease modification
Gains on bargain purchase
Gains on contract modification
Changes in assets/liabilities related to operating activities
Net changes in operating assets
Financial assets mandatorily at fair value through profit
or loss
Notes receivable (including related and non-related
parties)
Trade receivable (including related and non-related
parties)
Other receivables
Inventories
Other current assets
Net changes in operating liabilities
Financial liabilities at fair value through profit or loss
Notes and trade payable
Other payables
Contract liabilities
Other current liabilities
Decrease in accrued pension liability
Cash inflow (outflow) from operating activities
Interest received
Dividends received
Interest paid
Income tax paid
Net cash inflow (outflow) from operating activities
Notes
For the Year Ended
December 31,
2020
For the Year Ended
December 31, 2019
$ 229,550
$ 213,679
-
(
44,086 )
229,550
169,593
6(9)(10)(1)(28)(30)
787,195
1,145,621
6(30)
105,733
82,155
12(2)
108,303
(
921 )
6(29)
48,333
36,172
6(26)
(
16,470 )
(
18,356 )
6(27)
(
169,347 )
(
106,276 )
6(2)(16)
(28)
136,476
(
325,352 )
6(20)
(
903 )
5,051
6(8)
62,997
(
106,694 )
6(9)(28)
(
2,287 )
(
3,507 )
6(28)
(35)
(
231,435 )
-
6(28)
-
(
49,866 )
6(13)(28)
(
212,335 )
-
6(28)
-
174
6(12)(28)
8,407
1,605,033
6(10)
(
40 )
-
6(27)
(34)
-
(
1,810,471 )
6(28)(34)
(
133,523 )
-
(
1,010,566 )
(
1,425,614 )
1,348
17,216
511,566
43,718
(
14,605 )
336,770
289,206
(
11,654 )
39,878
(
2,952 )
(
9,259 )
(
3,937 )
(
148,702 )
(
595,695 )
(
73,590 )
(
120,522 )
(
149,664 )
(
7,029 )
54,933
(
20,727 )
(
88,658 )
-
122,541
(
1,168,070 )
16,029
18,098
169,398
212,582
(
48,281 )
(
37,720 )
(
26,277 )
(
17,371 )
233,410
(
992,481 )

(Continued on the next page)

  • 102 -
Cash flows from investing activities
Price of acquisition of financial assets mandatorily at fair
value through profit or loss
Refund from capital reduction related to financial assets at
fair value through other comprehensive income
Price of acquisition of financial assets mandatorily at fair
value through other comprehensive income
Proceeds from disposal of financial assets at fair value
through other comprehensive income
Decrease (increase) in financial assets measured at amortized
cost
Acquisition of subsidiaries (less the cash received)
Refund from capital reduction related to investments
accounted for using the equity method
Price of acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in advance receipt for sale of land and equity (listed
as liabilities directly associated with non-current assets held
for sale)
Proceeds from disposal of non-current assets held for sale
Price of acquisition of intangible assets
Decrease in other financial assets
Increase in net cash of disposal of subsidiaries
Increase in other non-current assets
Increase in prepayments for equipment (listed in other
non-current assets)
Net cash inflow (outflow) from investing activities
Cash flows from financing activities
Increase (decrease) in short-term borrowings
Increase in long-term notes payable
Long-term borrowings taking place for current period
Repayment of long-term borrowings for current period
Decrease in other non-current liabilities
Repayment of principal of lease liabilities
Cost of repurchase of treasury shares
Cash dividends distributed by subsidiaries
Cash dividends distributed
Changes in non-controlling interests
Net cash outflow from financing activities
Effects of exchange rate changes on the balance of cash held in
foreign currencies
Reclassified to cash and cash equivalents of non-current assets
held for sale
Increase (decrease) in cash and cash equivalents for current
period
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Notes
For the Year Ended
December 31,2020
For the Year Ended
December 31,2019
( $ 86,449 )
( $ 1,270,546 )
12(3)
15,021
11,385
12(3)
-
(
35,092 )
12(3)
-
15,709
9,004
(
195,833 )
6(34)
-
86,193
6(8)
-
8,000
6(35)
(
65,783 )
(
13,037 )
6(9)
12,898
7,476
6(13)
-
145,200
6(13)
394,518
-
(
50,430 )
(
31,428 )
-
136,770
6(35)
463,989
-
(
3,654 )
(
35,811 )
6(35)
(
104,341 )
(
212,590 )
584,773
(
1,383,604 )
6(36)
153,017
(
44,000 )
6(36)
200,000
-
6(36)
621,000
1,960,000
6(36)
(
1,051,460 )
(
2,707,940 )
(
1,592 )
(
18,429 )
6(10)(36)
(
81,000 )
(
66,175 )
-
(
80,266 )
4(3)
-
(
34,829 )
6(23)
(
231,776 )
-
6(33)
(
777 )
(
62,380 )
(
392,588 )
(
1,054,019 )
(
54,908 )
61,896
6(13)
-
(
3,977 )
370,687
(
3,372,185 )
3,327,127
6,699,312
$ 3,697,814
$ 3,327,127

The notes attached are part of the Consolidated Financial Statements and shall be read together.

Chairman: Wong, Ming-Sen

Manager: Wong, Ming-Sen

Accounting Manager: Pi-yin Yang

  • 103 -

CMC Magnetics Corporation and Its Subsidiaries Notes to the consolidated financial statements For the Years Ended December 31, 2020 and 2019

Unit: NT$ thousands (Unless specified otherwise)

1. Company History

CMC Magnetics Corporation (hereinafter referred to as the "Company") was incorporated in the Republic of China. The main business items of the Company and its subsidiaries (hereinafter collectively referred to as the "Group") are the manufacturing and sale of consumer electronic products, including optical discs, and the acquisition of film agency rights , and production and distribution of digital discs and Blu-ray discs for sales and rental business. The Company’s shares have been listed on the Taiwan Stock Exchange for trading since February 17, 1992.

2. Date and Procedure for Approval of Financial Statements

The consolidated financial statements were approved by the board of directors on March 25, 2021 for release.

3. Application of New and Amended Standards and Interpretations

  • a. Effect of the adoption of new issuance of or amendments to International Financial Reporting Standards ("IFRS") as endorsed by the Financial Supervisory Commission ("FSC")

The following table summarizes new, revised, and amended standards and interpretations endorsed by FSC applicable in 2020:

Effective Date New, Revised, and Amended Standards and Interpretations Announced by IASB Amendments to IAS 1 and IAS 8, "Disclosure Initiative - January 1, 2020 Definition of Materiality" Amendment to IFRS 3 - "Definition of a Business" January 1, 2020 Amendments to IFRS 9, IAS 39, and IFRS 7 "Changes in January 1, 2020 Interest Rate Indicators" Amendments to IFRS 16 "Covid-19-Related Rent June 1, 2020 (Note) Concessions"

Note: The FSC allows early application on January 1, 2020.

The standards and interpretations above have no significant impact on the Group's financial position and financial performance based on the Group's reasonable assessment.

  • b. Effect of the new issuance of or amendments to IFRSs as endorsed by the FSC but not yet adopted

  • 104 -

The following table summarizes the new, revised, and amended standards and interpretations of IFRSs endorsed by the FSC that are applicable in 2021:

New, Revised, and Amended Standards and Interpretations

Effective Date Announced by IASB

Amendments to IFRS 4 "Temporary Exemption from Applying IFRS 9"

January 1, 2021

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS January 1, 2021 16 - “Interest Rate Benchmark Reform - Phase 2”

The standards and interpretations above have no significant impact on the Group's financial position and financial performance based on the Group's reasonable assessment.

c. Effects of IFRSs issued by IASB but not yet endorsed by the FSC

The following table sets out the criteria and explanations for the new releases, amendments and revisions of the IFRSs that have been published by the IASB but not yet endorsed by the FSC:

yet endorsed by the FSC:
Effective Date
New, Revised, and Amended Standards and Interpretations Announced by IASB
Amendments to IFRS 3 "Reference to the Conceptual January 1, 2022
Framework"
Amendments to IFRS 10 and IAS 28 "Sale or Contribution To be determined by the
of Assets between an Investor and its Associate or Joint IASB
Venture"
Amendments to IFRS 17 "Insurance Contracts" January 1, 2023
Amendments to IFRS 17 “Insurance Contracts” January 1, 2023
Amendments to IAS 1 “Classification of Liabilities as January 1, 2023
Current or Non-current”
Amendments to IAS 1 "'Disclosure of Accounting Policies" January 1, 2023
Amendments to IAS 8 "Definition of Accounting Estimates" January 1, 2023
Amendments to IAS 16 "Property, Plant and Equipment – January 1, 2022
Proceeds before Intended Use"
Amendments to IAS 37 "Onerous Contracts - Cost of January 1, 2022
Fulfilling a Contract"
Annual Improvements to IFRSs 2018-2020 Cycle January 1, 2022

The Group has assessed that the standards and interpretations above have no significant influence on the Group's financial position and financial performance, except as those indicated below:

  • 1) Amendments to IAS 1 "'Disclosure of Accounting Policies"

The amendments require companies to disclose information about their significant accounting policy information, rather than their significant accounting policies. The amendments clarify how companies can identify significant accounting policy information and examples of assessing if accounting policy information is significant.

  • 105 -

  • 2) Amendments to IAS 8 "Definition of Accounting Estimates"

The amendments clarify how companies shall distinguish between changes in accounting policies and changes in accounting estimates. The amendments also make it clear that changes in accounting estimates caused by new information or new developments are not error correction. In addition, the impact of changes in inputs or measurement techniques used to establish accounting estimates is a change in accounting estimates if it is not caused by previous error corrections.

4. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. Unless otherwise specified, the policies shall be applicable to all reporting periods presented.

a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRSs as endorsed and issued into effect by the FSC.

  • b. Basis of preparation

  • 1) Except for the following significant items, the consolidated financial statements have been prepared on the historical cost basis:

    • a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

    • b) Financial assets at fair value through other comprehensive income.

    • c) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  • 2) The preparation of financial statements has been in conformity with IFRSs, requiring the use of certain critical accounting estimates. It also requires the management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

c. Basis of consolidation

  • 1) Principle of preparation of the consolidated financial statements

  • a) All subsidiaries are included in the Group's consolidated financial statements. Subsidiaries are all entities controlled by the Group (including structured entities). The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement in the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control over the subsidiaries.

  • 106 -

  • b) Inter-company transactions, balances, and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries are adjusted, when necessary, to remain consistent with those of the Company.

  • c) The profit or loss and each component of other comprehensive income is attributed to the owners of the parent company and to the non-controlling interest. Total comprehensive income is also attributed to the owners of the parent company and non-controlling interest even if this results in the non-controlling interests having a deficit balance.

  • d) Changes in a parent's ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, namely transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

  • e) When the Group loses control over a subsidiary, the Group re-measures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. For all amounts previously recognized in other comprehensive income related to the subsidiary, the accounting treatment is the same as if the Group directly disposes of relevant assets or liabilities, that is, if the benefit or loss previously recognized as other comprehensive income will be reclassified as profit or loss when the relevant assets or liabilities are disposed of, when control over the subsidiary is lost, the gains or loss will be reclassified as profit or loss from equity.

  • 2) Subsidiaries included in the consolidated financial statements:

Ownership percentage (%)
Investor
Subsidiary
Nature of business
December 31,
2020
December 31,
2019
The Company
Zhong Jia International
Investment Co., Ltd. (Zhong Jia)
General
investment
business
100.00
100.00
The Company
CIA Holding Corp. (CIA)
General
investment
business
86.35
86.35
Zhong Jia
CIA
General
investment
business
13.65
13.65
The Company
EMC Investment Holding Ltd.
(EMCH)
General
investment
business
100.00
100.00
The Company
CMC Movie Corporation (CMC
Movie)
Motion picture
distribution
100.00
100.00
The Company
CMC Entertainment Holding
Corporation (CMC Entertainment)
Film production
and distribution
industry
100.00
100.00
Description
  • 107 -
The Company CMC Entertainment Hub Shopping mall 100.00 100.00
Corporation (CMC Entertainment
business
Hub)
The Company Sun Well Solar Corporation (Sun Production and 98.82 98.82
Well) sales of thin-film
solar cells
Zhong Jia Sun Well Production and 0.44 0.44
sales of thin-film
solar cells
The Company Sun Q Corporation Limited (Sun Production and 58.20 58.20
Q) sales of solar
panels
The Company Transtouch Technology Inc. Production and 52.60 52.47
(Transtouch) sales of touch
panels
The Company Asia 1 Entertainment Co., Ltd. Production, 93.59 93.59
(Asia 1 Entertainment) distribution,
rental, and trading
of film and
audio-visual
digital disc
products
CMC Entertainment Asia 1 Entertainment Production, 2.77 2.77
distribution,
rental, and trading
of film and
audio-visual
digital disc
products
Ownership percentage (%)
Investor
Subsidiary
Nature of business
December 31,
2020
December 31,
2019
The Company
Benmeng Optoelectronics Co.,
Ltd. (Benmeng)
Dyeing and
finishing of cloth,
weaving,
processing, and
trading of various
textiles, as well as
manufacturing and
trading of
electronic products
-
47.10
Zhong Jia
Benmeng
Dyeing and
finishing of cloth,
weaving,
processing, and
trading of various
textiles, as well as
manufacturing and
trading of
electronic products
-
31.41
The Company
Deltamac (Taiwan) Co., Ltd.
(Deltamac)
Production,
distribution, rental,
and sales of film
and television
products
38.91
38.91
Zhong Jia
Deltamac
Production,
distribution, rental,
and sales of film
and television
18.62
18.62
Description

Note 6
  • 108 -

products

Zhong Jia Taiwan Net Co. Ltd. (Taiwan Net) Electronic 100.00 100.00
information supply
service and general
advertising service
business
Zhong Jia EV Power Corporation (EV Automobile rental 100.00 100.00
Power) business
Zhong Jia Taiwan Dakang Internet Co., Ltd. Internet-related 100.00 100.00
(Taiwan Dakang) service business
CMC Entertainment Com In Dim Corporation (Com In
Food and beverage
100.00 100.00
Hub Dim)
CMC Entertainment Jing Zhi Zui Co., Ltd. (Jing Zhi Food and beverage 100.00 10.00
Hub Zui)
Benmeng Jing Zhi Zui Food and beverage - 90.00
CMC Movie CMC Content Corporation (CMC Audiovisual 100.00 100.00
Content) business
CIA Super Net Holding Ltd. (Super General investment
100.00
100.00
Net) business
CIA Kinease Investment Ltd. Real estate 100.00 100.00
(Kinease) development
business
EMCH Media Factory LLC (MFLLC) General investment
100.00
100.00
business
EMCH F5 Holdings, Ltd. (F5) General investment
100.00
100.00
business
EMCH Zhonghong Packaging Products Production and - 100.00 Note 3
(Dongguan) Co., Ltd. sales of plastic
(Zhonghong Packaging) boxes, boxes,
baskets, and
similar products
EMCH Jiangsu Yongxing Electronic Production and 100.00 100.00
Materials Co., Ltd. (Yongxing sales of plastic
Electronic) boxes, boxes,
baskets, and
similar products
EMCH Jet-Thai Hi-Tech Co., Production and 100.00 100.00
Ltd.(Jet-Thai) sales of optical
discs
EMCH Verbatim Japan Ltd. (VJP) Trading of storage 100.00 100.00 Note 2
media and
electronic products

Ownership percentage (%)

Investor
Subsidiary
Nature of business
EMC H
Verbatim Americas LLC(VUS)
Trading of storage
media and
electronic products
EMC H
Verbatim Australia Pty.
Ltd.(VAU)
Trading of storage
media and
electronic products
EMC H
Verbatim GmbH (VGmbH)
Trading of storage
media and
electronic products
December 31,
2020
-
100.00
100.00
December 31, Description



  • 109 -
EMC H Verbatim (Hong Kong) Trading of storage 100.00 100.00
Limited(VHK) media and
electronic products
F5 Hotan Corp.(HOTAN) Trading of optical 100.00 100.00
discs and other
electronic products
F5 VUS Trading of storage 100.00 -
media and
electronic products
MFLLC Jiangsu Yongxing Multimedia Production and 90.00 90.00
Co., Ltd. (Yongxing Multimedia)
sales of optical
discs
Yongxing Electronic Yongxing Multimedia Production and 7.00 7.00
sales of optical
discs
MFLLC Nantong Zhongxing Multimedia Production and 49.00 49.00
Co., Ltd. (Zhongxing sales of optical
Multimedia) discs
Benmeng FJKL Technology (BVI) Holding and - 28.96 Note 1
Corp.(FJKL) investment
business
EMC H FJKL Holding and - 71.04
investment
business
Benmeng FJKL Technology Corporation Manufacturing and - 100.00 Note 6
(FJKL) trading of
optoelectronic
products
Deltamac Deltamac (Hong Kong) Co.,Ltd Sales of TV and - - Note 5
(Deltamac (H.K.)) film program tapes
and audio-visual
CD products
Deltamac(H.K.) Clickplay Limited (Clickplay) Sales of digital - -
audio and video
products
Deltamac(H.K.) Photopia Workshop Advertising design - -
Limited(Photopia) and sales agency

For the subsidiaries mentioned in the above, except for the ones mentioned in Note 1 and Note 3, all of them have been evaluated based on the financial statements audited by CPAs.

Note 1: The liquidation was completed in 2020.

Note 2: It was established in July 2019.

Note 3: One hundred percent of the equity was sold in January 2020, and the control has been lost since the date of sale.

  • Note 4: The Group acquired 100% of its equity on December 31, 2019, so it is listed as a subsidiary from the date of acquisition.

  • Note 5: Deltamac (HK), Clickplay and Photopia were resolved to be dissolved by their shareholders' meetings on December 19, 2019, and the dissolution and liquidation process began from that date. Therefore, the Group has lost its control over said companies and ceased to include them in the consolidated financial statements and delisted the relevant assets and liabilities from said

  • 110 -

statements from that date, while reclassifying the remaining assets that could be obtained to other receivables totaling NT$70,350 according based on the shareholding ratio, and reclassifying the exchange differences on translating the financial statements of foreign operations to exchange losses in the amount of NT$48,736. As of December 31, 2020, the balance of other receivables was NT$67,066.

  • Note 6: On March 4, 2020, the board of directors resolved to sell the equity, and the settlement was completed on March 5, 2020, over which the Group lost control. Therefore, it was no longer a subsidiary of the Group from December 31, 2020.

  • 3) For subsidiaries above that specialize in investment, due to the adjustment of the Group’s business model, the profit and loss or valuation generated by their investment transactions were listed in the 2020 consolidated statements of comprehensive income as other gains and losses, while listed as operating income and operating costs in the 2019 consolidated statements of comprehensive income; the cash flows of relevant investments are listed under operating activities or investing activities in the consolidated statements of cash flows based on the original investment purpose.

  • 4) Subsidiaries not listed in the consolidated financial statements: N/A.

  • 5) Different adjustments and treatment methods of subsidiaries in the accounting period: N/A.

  • 6) Major restriction: N/A.

  • 7) Subsidiaries with significant non-controlling interests that are material to the Group:

  • 8) The total amount of non-controlling interests of the Group as of December 31, 2020 and 2019 was NT$345,076 and NT$307,106, respectively. The following is information on non-controlling interests and subsidiaries that are material to the Group:

Subsidiary
Principal Place
of Business
Transtouch
ROC
Deltamac
"
Non-controlling
interests
December 31, 2020
Amount
Ownership
Percentage
$236,119
47.40%
149,910
42.47%
Non-controlling
interests
December 31, 2019
Amount
Ownership
Percentage
$255,046
47.53%
148,512
42.47%
  • 111 -

Aggregate financial information of subsidiaries: Balance Sheet

Balance Sheet

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Total net assets
Transtouch
December 31, 2020

$ 458,897
174,626
( 95,058)
( 86,303)
$ 452,162
December 31, 2019
$ 489,149
212,875
( 111,347)
( 104,111)
$ 486,566
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Total net assets
Deltamac Deltamac
December 31, 2020
$ 382,613
84,597
( 63,874)
( 16,891)
$ 386,445
December 31, 2019

$ 384,667

95,505
( 88,215)
( 8,886)
$ 383,071


Statement of Comprehensive Income

Statement of Comprehensive Income
Revenue
Net loss before tax
Income tax benefit
Net loss
Comprehensive income (after tax)
Total comprehensive income for
current period
Total comprehensive income
attributable to non-controlling interests
Dividends paid to non-controlling
interests
Transtouch
2020 2019

(
$ 326,657
($ 33,310)
665
( 32,645)
79)

($ 32,724)
($ 16,636)
$-
$ 439,169
($ 8,212)
1,387
( 6,825)
( 388)
($ 7,213)
($ 4,977)
$ 34,829
  • 112 -

Deltamac

Revenue
Net income (loss) before tax
Income tax (expenses) benefits
Loss from discontinued operations
Net profit (loss)
Other comprehensive income (after tax)
Total comprehensive income for current
period
Total comprehensive income
attributable to non-controlling interests
Statements
of
2020 2020 2019

$ 245,057
$ 2,584
( 156)
-
2,428
946

$ 3,374
$ 1,397
Cash
$ 316,893
($ 50,953)
2,962
( 43,930)
( 91,921)
( 52)
($ 91,973)
($ 32,265)
Flows
Net cash inflow from operating
activities
Net cash outflow from investing
activities
Net cash outflow from financing
activities
Decrease in cash and cash equivalents
for current period
Cash and cash equivalents, beginning of
period
Cash and cash equivalents, end of
period
Net cash inflow from operating activities
Net cash outflow from investing
activities
Net cash outflow from financing
activities
Impact of exchange rate changes on cash
and cash equivalents
Increase (decrease) in cash and cash
equivalents for current period
Cash and cash equivalents, beginning of
period
Cash and cash equivalents, end of period
Transtouch
2020 2020

(
(
$ 10,096
$ 36,799
5,102)
( 158,151)
17,942)
( 90,066)
12,948)
( 211,418)
142,153
353,571
$ 129,205
$ 142,153
Deltamac

(

2020 2020

$ 43,102
( 1,241)
( 7,647)
-
34,214
97,734
$ 131,948
$ 67,501
( 75,719)
( 23,845)
( 920)
( 32,983)
130,717
$ 97,734

d. Foreign currency translation

All items on the financial statements of each entity of the Group are measured at the

  • 113 -

currency of the principal economic environment in which the entity operates (i.e. functional currency). The consolidated financial statements were expressed in New Taiwan Dollars, the Company's functional currency.

  • 1) Foreign currency transactions and balances

  • a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

  • b) Balances of monetary assets and liabilities denominated in foreign currencies are adjusted at the spot exchange rates prevailing at the balance sheet date. Exchange gains or losses arising from such adjustments are recognized in profit or loss

  • c) Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value through profit or loss, are translated at the exchange rates prevailing at the balance sheet date, where their translation differences are recognized in profit or loss as part of the fair value gain or loss. Non-monetary assets and liabilities denominated in foreign currencies measured at fair value through other comprehensive income are translated at the exchange rates prevailing at the balance sheet date, where their translation differences are recognized in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the initial transaction dates.

  • d) All other foreign exchange gains or losses based on the nature of the transactions are presented in the statement of comprehensive income in the category of "other gains and losses."

  • 2) Translation of foreign operations

  • a) The operating results and financial positions of all the Group's entities, associates, and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

    • ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of the period; and

    • iii. All resulting exchange differences are recognized in other comprehensive income.

  • b) When the foreign entity partially disposed of or sold is an associate or a joint arrangement, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. However, when the Group retains partial interest in the associate or joint arrangement, after losing significant influence over the former foreign associate or losing joint control over the joint arrangement, such a transaction shall be accounted for as disposal of all interests in the foreign operation.

  • c) When the foreign operation that is partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interests of the

  • 114 -

foreign operation. However, if the Group still retains partial interests in the former foreign subsidiary after losing control of the former foreign subsidiary, such a transaction shall be accounted for as disposal of all interests in the foreign operation.

  • e. Classification of Current and Non-current Assets and Liabilities

  • 1) Assets that meet one of the following criteria are classified as current assets:

    • a) Assets that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle.

    • b) Assets held primarily for the purpose of trading.

    • c) Assets that are expected to be realized within twelve months from the balance sheet date.

    • d) Cash or cash equivalents, excluding assets restricted from being exchanged or used to settle a liability for at least 12 months after the balance sheet date.

The Group classifies assets not meeting the aforesaid criteria into non-current assets.

  • 2) Liabilities that meet one of the following criteria are classified as current liabilities:

  • a) Liabilities that are expected to be settled within the normal operating cycle.

  • b) Assets held primarily for the purpose of trading.

  • c) Liabilities that are expected to be settled within 12 months after the balance sheet date.

  • d) Liabilities with a repayment deadline that cannot be unconditionally deferred for at least 12 months after the balance sheet date. 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.

The Group classifies liabilities not meeting the aforesaid criteria into non-current liabilities.

f. Cash equivalents

Cash equivalents refer to investments that are short-term, highly liquid, subject to a low risk of changes in value, and readily convertible to a known amount of cash. Time deposits satisfying the afore-mentioned definition and for which the objective of holding is to meet the short-term operating cash commitment are classified as the cash equivalent.

g. Financial assets at fair value through profit or loss (FVTPL)

  • 1) Financial assets that are not measured at amortized cost or at fair value through other comprehensive income (FVTOCI).

  • 2) Regular way purchases and sales of financial assets at FVTPL are accounted for on the trade date.

  • 3) The Group's initial recognition is on a fair value basis, with relevant transaction costs recognized in profit or loss, and subsequently at fair value, and gains or losses thereof are recognized in profit or loss.

  • 4) When the right to receive dividends is established, the future economic benefits related to dividends may flow to the Group, and when the amount of dividends can be reliably measured, the Group recognizes dividend income in profit or loss.

h. Financial assets at fair value through other comprehensive income (FVTOCI)

  • 1) Refers to the irrevocable election made at initial recognition that allows the Group to

  • 115 -

present fair value changes of equity investment not held for trading in other comprehensive income; or debt investment that meets all the criteria simultaneously:

  • a) The objective of the Group's business model is achieved both by collecting contractual cash flows and selling financial assets.

  • b) The contract terms of the financial asset generate cash flow on a specific date, which is entirely to pay for the interest on the principal and the amount of principal outstanding.

  • 2) The Group's financial assets measured at FVTOCI in accordance with trading conventions are accounted for on the trade date.

  • 3) At initial recognition, the Group measures the financial assets at fair value plus transaction costs, and subsequently measures the financial assets at fair value:

  • a) Any changes in the fair value of equity instruments are recognized in other comprehensive income, while subsequently accrued benefits or losses previously recognized in other comprehensive income are not then reclassified to profit or loss, but are transferred to retained earnings. The Group recognizes the dividend income in profit or loss when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group, and the amount of the dividend can be measured reliably.

  • b) The changes in fair value of debt instruments are recognized in other comprehensive income. Before derecognition, impairment loss, interest revenue, and gain or loss on foreign exchange are recognized in profit or loss. Upon derecognition, the accumulated gains or losses previously recognized in other comprehensive income are reclassified from equity to profit or loss.

i. Financial assets at amortized cost

  • 1) Financial assets at amortized cost are those that meet all of the following criteria:

  • a) The financial assets are held under a business model for the purpose of collecting contractual cash flows.

  • b) The contract terms of the financial asset generate cash flow on a specific date, which is entirely to pay for the interest on the principal and the amount of principal outstanding.

  • 2) The Group's financial assets measured at amortized cost in accordance with trading conventions are accounted for on the trade date.

  • 3) At initial recognition, the Group measures the financial assets at fair value plus transaction costs, and subsequently adopts the effective interest method to recognize said assets in interest revenue and in impairment loss during the outstanding period according to the amortization procedure. During derecognition, the gains or losses thereof are recognized in profit or loss.

  • 4) The Group’s time deposits which do not meet the condition of cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.

j. Trade receivable and notes receivable

  • 1) Trade receivable and notes receivable are accounts and notes of which the contractual right to consideration for goods sold or services rendered is unconditional.

  • 2) These include interest-free short-term trade and notes receivables, where the effect of discounting is not material, and the Group measures the receivable by the original

  • 116 -

invoice amount.

  • 3) The Group’s operating pattern of trade receivable that are expected to be factored is for the purpose of selling, and the trade receivable are subsequently measured at fair value, with any changes in fair value, recognized in profit or loss.

k. Impairment of financial assets

Considering all reasonable and corroborative information (including forward-looking one), the Group measures the credit risk through investment in equity instruments measured at FVTOCI, financial assets at amortized cost, and trade receivable that contain significant financial components at each balance sheet date. If the credit risk has not increased significantly since the initial recognition, the loss allowance is measured based on the 12-month expected credit loss. In the case of a significant increase in the credit risk since the initial recognition, the loss allowance is measured based on the lifetime expected credit loss. For trade receivable that do not contain significant financial components, the loss allowance is measured based on the lifetime expected credit loss.

l. Derecognition of financial assets

The Group derecognizes a financial asset when one of the following conditions is met:

  • 1) The contractual rights to receive the cash flows from the financial asset expire.

  • 2) The contractual rights to receive cash flows of the financial asset have been transferred, and substantially all risks and rewards of ownership of the financial asset have been transferred.

  • 3) The contractual rights to receive cash flows of the financial asset have been transferred; and the control over the financial asset has not been retained.

m. Inventories

Inventories are measured at cost and net realizable value, whichever is lower. The cost of the storage media department is calculated by the moving average method, and the other departments are calculated by the weighted average method. The cost of finished goods and work-in-process comprises raw materials, direct labor, other direct costs, and relevant production overheads (allocated based on normal operating capacity) without including borrowing costs. The item by item approach is employed when evaluating the lower of costs and net realizable value. Net realizable value is the balance of estimated selling price in the ordinary course of business less the estimated cost of completion and applicable variable selling expenses.

n. Non-current assets held for sale

When the carrying amount of a non-current asset is mainly recovered through a sale transaction rather than continuing use, and it is highly likely to be sold, it is classified as an asset held for sale and measured at the lower of its carrying amount or fair value less the cost of sale.

o. Investments accounted for using equity method- associates

  • 1) Associates are all entities over which the Group has significant influence without control. In general, it is an entity, in which at least 20% of its voting shares are directly or indirectly held by the Group. Investments in associates are accounted for using the equity method and are initially recognized at cost.

  • 2) The Group's share of profit or loss on its associates after acquisition is recognized in profit or loss, and its share of other comprehensive income after acquisition is recognized in other comprehensive income. When the Group’s share of losses on an associate equals or exceeds its interest in the associate (including any other unsecured

  • 117 -

receivables), the Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • 3) When changes in an associate's equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Group's ownership percentage of the associate, the Group recognizes the change in ownership interests in the associate in "capital surplus" in proportion to its ownership.

  • 4) Unrealized gains or losses on transactions between the Group and its associates are eliminated in proportion to the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The accounting policies of associates have been adjusted as necessary, and are consistent with the policies adopted by the Group.

  • 5) Where an associate issues new shares and the Group does not subscribe for or acquire new shares proportionately, which results in a change in the Group's ownership percentage of the associate but still maintains significant influence on the associate, the "capital surplus" and "investments accounted for using the equity method" shall be adjusted for the increase or decrease in the net value of the equity. Where its investment proportion decreases, in addition to the adjustments above, the profit or loss previously recognized in other comprehensive income due to decrease in its ownership interest and the profit or loss to be reclassified to profit or loss during the disposal of assets or liabilities shall be reclassified to profit or loss based on the proportion of decrease.

  • 6) Upon loss of significant influence over an associate, the Group shall remeasure the remaining investment retained in the former associate at its fair value. Any difference between the fair value and the carrying amount is recognized in profit or loss for the period.

  • 7) When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of by the Group directly. That is, if the gains or losses previously recognized as other comprehensive income will be reclassified as profit or loss when the relevant assets or liabilities are disposed of, when the loss has a significant impact on the associate, the gains or losses are reclassified from equity to profit or loss. If it retains significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • 8) When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, said amounts are transferred to profit or loss in proportion to the percentage of disposal.

p. Property, plant and equipment

  • 1) Property, plant, and equipment are initially recognized in cost. Borrowing costs incurred during the construction period are capitalized.

  • 2) Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the part replaced shall be derecognized.

  • 118 -

All other amount of repairs and maintenance are recognized as profit or loss during the financial period in which they are incurred.

  • 3) Except for land which is not depreciated, other property, plant, and equipment are subsequently measured using the cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. If the components of property, plant and equipment are significant, they shall be separately depreciated.

  • 4) The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets' residual values and useful lives differ from previous estimates or the patterns of consumption of the assets' future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8 "Accounting Policies, Changes in Accounting Estimates, and Errors," from the date of the change. Useful lives of property, plant and equipment are as follows:

Buildings and structures 2–50 years Machinery and equipment 2–11 years Others 1–25 years

  • q. Lease transactions with lessees—right-of-use assets / lease liabilities

  • 1) Leased assets are recognized as right-of-use assets and lease liabilities on the date when they are available for use by the Group. When the lease contract is a short-term lease or lease of a low-value asset, the lease payments are recognized as an expense on a straight-line basis over the lease term.

  • 2) Lease liabilities are recognized at the present value of the unpaid lease payments at the beginning of the lease at the discounted interest rate of the Group's incremental borrowings. Lease payments are fixed payments after deducting any lease incentives that can be collected. The lease liability is measured at amortized cost using the effective interest method subsequently, and the interest expense is recognized during the lease period. When a non-contractual modification causes a change in the lease term or lease payment, the lease liability will be reassessed and remeasured to adjust the right-of-use asset.

  • 3) The right-of-use asset is recognized at cost at the lease commencement date. The cost comprises:

    • a) The originally measured amount of lease liabilities; and

    • b) Lease payments made at or before the commencement of the lease;

    • c) Any original direct costs incurred; and

    • d) The estimated cost of dismantling, removing an underlying asset, and restoring its location, or restoring the underlying asset to the state required in the terms and conditions of the lease.

In the subsequent measurement in which the cost model in adopted, depreciation expenses are recognized at the earlier of the expiration date of the useful life of the right-of-use asset or the lease term. When the lease liability is reassessed, the remeasurement of the lease liability will be adjusted for the right-of-use asset.

  • 119 -

r. Investment property

An investment property is recognized initially at cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 10–50 years.

s. Intangible assets

  • 1) The cost of purchasing video copyrights for the distribution of digital discs and Blu-ray discs and other products is recognized based on the acquisition cost. The cost is based on the estimated distribution rights and quantity of individual films, and the relevant copyright costs are classified to inventories and leased assets at the time of distribution. At the end of the period, whether the recoverable amount of films is lower than the unamortized film cost is evaluated. When the cost is higher than the recoverable amount, it will be recognized as valuation loss, and the recoverable amount will be recognized as the new cost.

  • 2) Trademark and franchise

Trademarks and franchises obtained separately are recognized at the cost of acquisition, and trademarks and franchises obtained as a result of a business combination are recognized at their fair value on the acquisition date. Trademarks and franchise rights are assets with a limited useful life, which are amortized based on the remaining useful life of 3 to 5 years on the straight-line basis.

  • 3) The royalties paid for obtaining the patents are amortized based on the estimated useful years or the contract period.

  • 4) Computer software is recognized at the cost of acquisition and amortized by the straight-line method based on the estimated or economic life on the contract.

t. Other assets - office ornaments (listed in other non-current assets-others)

Antiques purchased, such as oil paintings and sculptures displayed in the company, are recognized at the cost of acquisition, and is not depreciated; however, the cost will be written off when the actual disposal is carried out.

u. Impairment of non-financial assets

  • 1) The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount refers to the fair value of an asset less the cost of disposal or its value in use, whichever is higher. Except for goodwill, when circumstances contributed to the recognition of impairment loss of an asset in the previous period do not exist or are decreased, the recognized impairment loss is reversed to the carrying amount of an asset to the extent that it does not exceed the carrying amount (net of depreciation and amortization) if the impairment loss had not been recognized.

  • 2) Goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use shall be regularly estimated for their recoverable amounts. An impairment loss is recognized when the amount of an asset’s carrying amount exceeds its recoverable amount. The impairment loss for impairment of goodwill will not be reversed in subsequent years.

  • 3) Goodwill is allocated to cash-generating units for the purpose of impairment testing. This allocation is based on the judgment of the operating units, and the goodwill is allocated among cash-generating units or groups that are expected to benefit from goodwill generated from business combinations.

  • 120 -

v. Borrowings

  • 1) Borrowings comprise long-term and short-term borrowings from banks. When the initial recognition of Group's borrowings is based on its fair value less transaction cost, for any subsequent difference between the price and redemption value after deducting transaction costs, interest expenses are recognized by the effective interest method during the outstanding period in profit or loss.

  • 2) Fees paid on the establishment of borrowing facilities are recognized as transaction costs of the borrowing to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. When there is no evidence of the possibility that some or all the facility will be drawn down, the fee is recognized as a prepayment and amortized over the period of the facility to which it relates.

w. Trade and notes payables

  • 1) Trade and notes payables refer to the debts incurred by purchase of raw materials, goods, or services on credit, and the notes payables incurred from both operating and non-operating activities.

  • 2) The non-interest-bearing short-term notes and trade payable are measured at initial invoice amount as the effect of discounting is immaterial.

x. Financial liabilities at fair value through profit or loss

  • 1) Financial liabilities that are mainly for sale or repurchase in the short-term, and are held for trading except for derivatives other than those designated as hedging instruments based on hedge accounting.

  • 2) The Group recognizes the fair value of the relevant transaction costs on initial recognition, and the transaction costs are recognized in profit or loss, and the gains or losses are recognized in profit or loss.

y. Derecognition of financial liabilities

The Group derecognizes a financial liability when the obligation under the contract is performed, canceled, or expires.

z. Non-hedging derivatives

Non-hedging derivatives are initially measured at the fair value on the date when a contract is signed and recognized as financial assets or liabilities at FVTPL. Subsequently, they are measured at fair value with gains or losses recognized in profit or loss.

aa. Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation at the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The amortization of discount is recognized as interest expense. Future operating losses shall not be recognized as provisions.

bb. Employee benefits

1) Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid and shall be recognized as expense in the period when the employees render service.

  • 121 -

2) Pension

  • a) Defined contribution plans

For defined contribution plans, the contributions are recognized as pension expense when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.

  • b) Defined benefit plans

  • i. The net obligation under a defined benefit plan is calculated by discounting the amount of future benefits earned by employees for the services rendered in the current or the prior periods, and the amount recognized is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is computed by independent actuaries every year using the projected unit credit method. The discount rate employed is by reference either to the market yields on high quality corporate bonds of which the currency and duration are consistent with the currency and duration of the defined benefit plan, or to the market yields on government bonds (at the balance sheet date) in countries where there is no deep market for high quality corporate bonds.

  • ii. The remeasurement amount generated by the defined benefit plan is recognized in other comprehensive income in the current period and presented in retained earnings.

  • iii. Expenses related to past service costs are immediately recognized in profit or loss.

3) Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Company’s decision to terminate an employee's employment before the normal retirement date or an employee's decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognizes expenses when it is no longer able to withdraw the offer of termination benefits or when the relevant restructuring costs are recognized, whichever is earlier. The benefits that are not expected to be fully settled 12 months after the balance sheet date shall be discounted.

  • 4) Remuneration of employees and directors

Remuneration of employees and directors are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligations and those amounts can be reliably estimated. Any difference between the actual amount resolved to be distributed and the estimated amount will be treated as a change in accounting estimates. If employee remuneration is paid in shares, the Group calculates the number of shares based on the closing price on the previous day of the resolution made by the board of directors.

cc. Employee share-based payments

  • 1) In the share-based payment agreement for equity delivery, the employees' services obtained are measured at fair value of the equity given on the grant day, and it is recognized as a remuneration cost, and the equity is adjusted relatively during the vesting period. The fair value of the equity instruments granted shall reflect the effect of market vesting conditions and non-market vesting conditions.

  • 122 -

Remuneration cost recognized is subject to adjustment based on the service conditions that are expected to be satisfied and the amount of rewards under non-market vesting conditions. The amount of remuneration cost ultimately recognized is based on the number of equity instruments that are eventually vested at the vesting date.

  • 2) New restricted employee shares

  • a) Remuneration costs recognized in the vesting period on the basis of the fair value of the equity instruments granted on the grant date.

  • b) Those restricted stocks do not restrict distribution of dividends to employees and employees are not required to return the dividends received if they resign during the vesting period, the Group recognizes the fair value of the dividends received by the employees who are expected to resign during the vesting period as remuneration cost at the date of dividends declared.

  • c) Employees must pay the respective price to obtain new shares with restricted employee rights, and if an employee leaves the Company during the vesting period, the employee shall return the share, then the Company must also refund the price, and the part of the price paid by the employee who is expected to leave employment within the vesting period on the grant date is recognized as liabilities, and the portion of the price paid by the employee who is expected to be ultimately vested is recognized as "capital surplus- others".

dd. Income tax

  • 1) The tax expense for the period comprises current and deferred income taxes. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  • 2) The Group calculates the current income tax based on the tax rate enacted in laws or substantively enacted in laws at the balance sheet date in the country where the taxable income is generated and the operations occur. The management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. For the income tax levied on the unappropriated retained earnings in accordance with the Income Tax Act, it will be recognized as income tax for unappropriated retained earnings based on the actual distribution of earnings after the earnings distribution proposal is adopted at the shareholders' meeting in the year following the year in which said earnings are generated.

  • 3) Deferred income tax is recognized, using the balance sheet liability method, for temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. Deferred income tax liabilities from goodwill arising from initial recognition are not recognized. If the deferred income tax is derived from initial recognition of an asset or liability in a transaction (excluding business combinations), and if the accounting profit or taxable income (taxable loss) is not affected at the time of the transaction, then the liabilities will not be recognized. With temporary differences caused by the investment in subsidiaries, if the Group can control the timing of the reversal of the temporary differences, and it is probable that temporary differences will not be reversed in the foreseeable future, the liabilities will not be recognized. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted at the balance sheet date and

  • 123 -

are expected to apply when the relevant deferred income tax asset is realized or the deferred income tax liability is settled.

  • 4) Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are re-assessed.

  • 5) Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis, or realize the asset and settle the liability, simultaneously.

ee. Share capital

  • 1) Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are listed in equity as a deduction, net of tax, from the proceeds.

  • 2) Where the Company repurchases the Company's shares that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company's shareholders. Where such shares are subsequently reissued, the difference between their carrying amount and any consideration received, net of any directly attributable incremental costs and the relevant income tax effects, is recognized as adjustment to equity attributable to the Company’s shareholders.

ff. Dividend allocation

Dividends are recognized in the Company’s financial statements in the period in which they are approved to be distributed as resolved by the Company’s shareholders' meeting. Cash dividends are recognized as liabilities. Stock dividends are recognized as stock dividends to be allocated and reclassified to ordinary shares on the record date of issue of new shares.

gg. Revenue recognition

Sales

  • 1) The Group mainly manufactures and sells consumer electronic products, such as optical discs. Sales revenue is recognized when the control of the product is transferred to a customer, that is, when goods are delivered to the customer, the customer has the discretion to sell the goods and set the price, and the Group has no outstanding performance obligations that may affect the customers' acceptance of the goods. When goods are shipped to a designated location, the risk of obsolescence and lost has been transferred to the customer, and the customer is required to accept the goods in accordance with the sales contract, or when there is objective evidence that all acceptance criteria have been met, the goods are delivered.

  • 2) The sales of the goods are recognized at the contract price, and the amount of sales revenue recognized is limited to the part where it is highly likely that there will not be a major reversal in the future. The payment terms for sales are usually 30 to 180 days after the date of shipment. Because the time interval between the transfer of the promised goods or services to the customer and the customer’s payment did not

  • 124 -

exceed one year, the Group did not adjust the transaction price to reflect the time value of money.

  • 3) Trade receivable is recognized when goods are delivered to customers because at which time the Group's right to the consideration for contracts from customers is unconditional, except for the passage of time.

  • 4) The sales policies of some of the Group's subsidiaries allow customers to return goods. Therefore, the Group recognizes products that are expected to be returned as the refund liabilities and the right to recover goods (listed in other current assets). The estimation of sales returns is based on historical experience and the expected value method to estimate such returns at the time of sale. The number of returned goods has been stable over the years, so it is highly probable that the accumulated revenue recognized, based on the assessment, will not undergo a major reversal. Subsequently, the validity of the assumptions is re-evaluated at each balance sheet date, and the estimated refund amount is updated.

hh. Government grants

Government grants are recognized at their fair value only when there is reasonable assurance that the Company will comply with any conditions attached to the grants and the grants will be received. Government grants to compensate the Group’s expense are recognized as profit or loss on a systematic basis in the period in which the expense occurs.

ii. Acquisition transactions

  • 1) The Group uses the acquisition method to account for acquisitions. The acquisition consideration is calculated on the basis of the assets transferred, liabilities generated or assumed, and the fair value of equity instruments issued. The consideration transferred includes the fair value of any asset and liability as a result of contingent consideration agreements. The costs associated with the acquisition are recognized as expenses when incurred. The identifiable assets and liabilities acquired through acquisition transaction shall be measured at fair value on the acquisition date.

  • 2) If the consideration transferred exceeds the fair value of the identifiable assets acquired and liabilities assumed, it shall be recognized as goodwill on the acquisition date; if the fair value of the identifiable assets acquired and liabilities assumed exceeds the transferred consideration, the difference shall be recognized as the current profit or loss on the acquisition date.

jj. Operating segments

The Group’s information on operating segments is reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources to the operating segments and assessing their performance, which has been identified as the board of directors that makes decisions about the Group’s major operating decisions.

5. Critical Accounting Judgments, Assumptions, and Key Sources of Estimation Uncertainty

During the preparation of the consolidated financial statements, the management has exercised its judgments to adopt the accounting policies to be used, and made accounting estimates and assumptions based on reasonable expectations of future events with reference to the circumstances at the balance sheet date. If there is any difference between any critical accounting estimates and assumption made and actual results, assessment and adjustment will be conducted continuously by taking into account the historical experience and other factors. Such assumptions and estimates have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year. Please refer to the description of

  • 125 -

the uncertainties of critical accounting judgments, assumptions, and estimation uncertainty below:

a. Critical judgments for applying the Group's accounting policies

N/A.

b. Critical accounting estimates and assumptions

  • 1) Estimated impairment of tangible assets and intangible assets other than goodwill

The Group assesses impairment based on its subjective judgment and determines the separate cash flows of individual groups of assets, useful lives of assets, and the future possible income and expenses arising from the assets depending on how assets are utilized and industrial characteristics. Any changes in economic position or in the estimates due to the Group's strategy might cause material impairment of assets in the future.

  • 2) Inventory valuation

As inventories are stated at the lower of cost and net realizable value, the Group must determine the net realizable value of inventories at balance sheet date based on judgments and estimates. With the rapid advancement of technology, the Group evaluates the amounts of normal inventory consumption, obsolescence, or inventories without market selling value at the balance sheet date, and writes down the cost of inventories to the net realizable value. The valuation of the inventories is mainly determined based on the future product demand within a specific time period, which may cause a material change.

6. Description of Significant Accounting Titles

a. Cash and cash equivalents

which may cause a material change.
iption of Significant Accounting Titles
ash and cash equivalents
Cash on hand and petty cash
Checks and demand deposits
Time deposit
Bank acceptance bill
Bonds with repurchase agreement
December 31, 2020
$ 3,652
2,968,974
677,711
47,477
-
$ 3,697,814
December 31, 2019

$ 3,100
3,123,330
183,442
2,260
14,995
$ 3,327,127
  • 1) The Group deals with financial institutions with high credit ratings. The Group also deals with various financial institutions at the same time to diversify credit risks. Therefore, the expected risk of default is rather low.

  • 2) The Group has classified the cash and cash equivalents for borrowings and customs deposits into financial assets measured at amortized cost - current. Please refer to Note 8 for details.

  • 126 -

b. Financial assets at fair value through profit or loss (FVTPL)

Items
Current items:
Financial assets mandatorily at fair value
through profit or loss
Listed stocks
Beneficiary certificates
Derivative instruments
Adjustment to valuation
Non-current items:
Financial assets mandatorily at fair value
through profit or loss
Listed stocks
Beneficiary certificates
Principal-protected film investment
agreements
Privately offered funds
Adjustment to valuation
Prepaid investment (listed in other current
assets - others)
Stocks listed in emerging stock markets
December 31, 2020
$ 4,003,567
78,335
301
December 31, 2019

$ 3,754,737
158,552

-
4,082,203
104,708
$ 4,186,911
$ 2,599,320
428,312
20,866
9,047
3,057,545
39,933
$ 3,097,478
$ 3,000
3,913,289
208,800
$ 4,122,089
$ 1,556,061
428,312
30,685
-
2,015,058
156,782
$ 2,171,840
$-

1) The details of financial assets at FVTPL recognized in profit or loss are as follows:

Financial
assets
mandatorily
at
FVTPL (Note)

Equity instruments

Beneficiary certificates

Derivative instruments
($ (

($
2020
132,481)

2,360)

15,881

118,960)
$

$
2019
276,278
50,625
2,386
329,289

Note: Presented in the statements of comprehensive income as follows:

Operating revenue
Investment income from securities
held for operations

Other gains and losses
Financial assets at fair value through
profit or loss (FVTPL)
Net (loss) Profit

$ ( 2020
-

118,960)

118,960)
$ 2019
246,541
82,748

($

$

329,289
  • 127 -

  • 2) The information on the contracts of transactions of non-hedging derivative financial assets is as follows:

December 31, 2020 Contract amount Derivative financial assets (notional principal) Contract period Current items: Foreign exchange forward US$10,100 thousand2020.12.11–2021.03.25 contract- buy NTD and sell USD

The foreign exchange forward transactions made by the Group are forward transactions, in which foreign currencies are pre-sold, for the purpose of avoiding the exchange rate risk of import and export prices, without hedging accounting applied.

  • 3) For the situation in which the Group has pledged financial assets at FVTPL as collateral, please refer to Note 8 for details.

  • 4) Regardless of the collateral held and other credit enhancements, the maximum amount of the exposure to the credit risk arising from the Group’s financial assets at FVTPL is the carrying amount.

c. Financial assets at fair value through other comprehensive income (FVTOCI)

Items
Non-current items:
Equity instruments
Unlisted stocks
Adjustment to valuation
Prepaid long-term investment (listed in other
non-current assets)
Unlisted stocks
December 31, 2020
$ 373,784
( 4,297)
$ 369,487

$ 118
December 31, 2019

$ 399,617
27,579
$ 427,196
$-
  • 1) The Group has elected to classify equity instrument investments that are strategic investments as financial assets at FVTOCI. The fair values of these investments as of December 31, 2020 and 2019 were NT$369,487 and NT$427,196, respectively.

  • 2) The breakdown of financial assets at FVTOCI recognized in comprehensive income is as follows:

s as follows:
Equity instruments at FVTOCI
Changes in fair value recognized in other
comprehensive income
Accumulated losses reclassified to
retained earnings due to derecognition
(losses to be compensated)
Dividend income recognized in profit or
loss
At end of current period
2020 2019

($ 29,422)
($ 861)
$ 6,990
$ 46,037
$ 2,994
$ 3,661
  • 128 -

  • 3) As of December 31, 2020 and 2019, regardless of the collateral held and other credit enhancements, the maximum amount of the exposure to the credit risk arising from the Group’s financial assets at FVTOCI is the carrying amount.

  • 4) The Group did not pledge financial assets at FVOCI as collateral.

  • d. Financial assets at amortized cost

Items
Current items:
Time deposit
Restricted demand deposit
Restricted time deposit
Non-current items:
Foreign financial bonds
Restricted time deposit
December 31, 2020
$ 241,471
5,935
9,600
$ 257,006
$ 8,673
7,525
$ 16,198
December 31, 2019
$ 234,114
-
24,600
$ 258,714
$ 8,615
16,777
$ 25,392
  • 1) Bank time deposits as well as restricted demand and time deposits with the original maturity date of more than 3 months.

  • 2) The breakdown of financial assets measured at amortized cost recognized in profit or loss is as follows:

loss is as follows:
Interest revenue 2020 2019
$ 2,135
$ 1,219
  • 3) As of December 31, 2020 and 2019, regardless of the collateral held and other credit enhancements, the maximum amount of the exposure to the credit risk arising from the Group’s financial assets at amortized cost (including current and non-current) is the carrying amount.

  • 4) For the situation in which the Group has pledged financial assets at amortized cost as collateral, please refer to Note 8 for details.

  • e. Notes and trade receivable

Notes and trade receivable
Notes receivable
Less: Allowance for loss
Trade receivable
Less: Allowance for loss
December 31, 2020
$ 4,266
( 30)
$ 4,236
$ 1,908,606
( 206,281)
$ 1,702,325
December 31, 2019

$ 6,872
( 86)
$ 6,786

$ 2,474,963
( 118,495)
$ 2,356,468
  • 129 -

  • 1) The aging analysis of trade and notes receivable (including related parties) is as follows:

Not past due
Overdue for less
than 30 days
Overdue for
31–60 days
Overdue for
61–90 days
Overdue for
91–180 days
Overdue for 181
or more
December 31, 2020
December 31, 2019
Trade receivable
Notes receivable
Trade receivable
Notes receivable
December 31, 2020
December 31, 2019
Trade receivable
Notes receivable
Trade receivable
Notes receivable
December 31, 2020
December 31, 2019
Trade receivable
Notes receivable
Trade receivable
Notes receivable
December 31, 2020
December 31, 2019
Trade receivable
Notes receivable
Trade receivable
Notes receivable
$1,409,462
113,811
30,518
12,294
70,812
271,709
$1,908,606
$ 4,266
-
-
-
-
-
$ 4,266
$1,857,760
253,000
81,306
44,522
168,260
70,115
$2,474,963
$ 6,872
-
-
-
-
-
$ 6,872

The aging analysis above is based on the number of days overdue.

  • 2) The balances of notes and trade receivable (including related parties) as of December 31, 2020 and 2019 were all generated from customer contracts, and the balance of the notes and trade receivable from customer contracts (including related parties) and allowance for loss as of January 1, 2019 were NT$1,473,828 and NT$57,361, respectively.

  • 3) As of December 31, 2020 and 2019, regardless of the collateral held and other credit enhancements, the maximum amount of the exposure to the credit risk arising from the Group’s notes and trade receivable (including related parties) is the carrying amount.

  • 4) 4The Group did not pledge notes and trade receivable as collateral.

  • 5) Please refer to Note 12(2) for details of the information on the credit risk of trade and notes receivable.

f. Financial asset transfer

The Group signed a trade receivable factoring contract with Taipei Fubon Bank. According to the contract, the Group does not have to bear the risk of default over the transferred trade receivable but only the loss from business disputes. As the Group did not have any continuous involvement in these transferred trade receivable, the Group derecognized these transferred trade receivable. Information on outstanding receivables is as follows:

Unit: NT$ thousands

Factor
Amount of trade
receivable in factoring
Taipei Fubon Bank
USD 1,034
December 31, 2020
Amount
derecognized
Amount of
advance
received
USD 1,034
USD-
Amount of
remaining advance
available
Interest rate range of advance
USD 3,000
-
  • 130 -

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands
Taipei Factor
Fubon Bank
Amount of trade
receivable in
factoring
USD 2,270
December 31, 2019
Amount
derecognized
Amount of advance
received
USD 2,270
USD-
Amount of remaining
advance available
USD 9,000
Interest rate range of

advance
-

As of December 31, 2020 and 2019, the Group’s retained amount in the trade receivable transferred through factoring was NT$27,846 and NT$67,968, respectively, which have been reclassified to other receivables.

g. Inventories

been reclassified to other receivables.
nventories
Raw materials
Work-in-progress
Finished goods
Merchandise inventory
Inventory in transit
December 31, 2020
$ 362,888
11,319
1,688,611
525,081
208,745
$ 2,796,644
December 31, 2019

$ 572,578
39,783
1,886,576
513,779
80,799
$ 3,093,515
  • 1) The Group’s inventory cost recognized as an expense for the current period:
Cost of inventories sold

Unamortized
fixed
production
overheads
Valuation losses (gains on recovery)
Warranty cost
Others

Less:
Operating
cost
of
discontinued operations (Note)
2020 2019
$ 7,416,788

69,225

( 99,079)

11,111

( 411)

-

$ 7,397,634
$ 5,548,285
292,917
161,837
-
( 118)
( 76,155)
$ 5,926,766

Note: Please refer to Note 6(13)2 for details.

  • 2) The Group recognized gains on recovery for 2020 because of the sale of inventories that had been recognized as inventory valuation losses in prior years.

  • 131 -

h. Investments accounted for using the equity method

  • 1) The details of investments accounted for using the equity method are as follows:
January 1
Disposal of investments accounted for
using the equity method (Note 1)
Share of profit or loss on investments
accounted for using the equity method
(Note 2)
Refund from capital reduction related to
investments accounted for using the
equity method
Earnings distributed from investments
accounted for using the equity method
Credit balance of investments accounted
for using the equity method
Reclassified to other non-current
liabilities
Changes in other equity (see Note 6(24))
December 31
2020 2019
$ 463,760
( 2,295)
( 62,997)
-
( 96,838)
270
( 1,097)
$ 300,803
$ 469,743
-
106,694
( 8,000)
( 106,308)
( 1,895)
3,526
$ 463,760
  • Note 1: Sixty-seven percent of the equity of Benmeng had been sold in March 2020, and the Group has lost control over it since the date of sale, and has also lost significant influence on its investment using the equity method. Please refer to Note 6(35)2 for details.

  • Note 2: Please refer to Note 4 (3) 3 for the judgment of the classification of the investment profit and loss share table using the equity method.

Name of associates
Vie Show Cinemas Co., Ltd. (Vie Show
Cinemas)
Absecon Taiwan Ltd. (Absecon Taiwan)
(Note)
Sun Biotech Limited (Sun Biotech)
Hero's Journey Co., Ltd. (Hero's Journey)
Lady In Red Co., Ltd. (Lady In Red)
Add: Credit balance of investments
accounted for using the equity method
reclassified to "other non-current
liabilities"
December 31, 2020
$ 299,554
-
( 7,743)
190
1,059
7,743
$ 300,803
December 31, 2019
$ 459,651
2,295
( 7,473)
731
1,083
7,473
$ 463,760
December 31, 2019

Note: Please refer to Note 6(8)1 and Note 1 for details.

  • 132 -

  • 2) The aggregate information on the operating results of the associates that are not individually material of Group is as follows:

Current net profit (loss)
Other comprehensive income (after tax)
Total comprehensive income for current
period
2020 2019
($ 212,561)
( 3,209)
($ 215,770)
$ 355,759
6,701
$ 362,460
  • 3) The Investments accounted for using the equity method as of December 31, 2020 and 2019 was evaluated based on each investee's financial statements audited by CPAs.

  • 133 -

i. Property, plant and equipment

2020 2020 2020 2020 2020 2020
Buildings and structures Machinery and equipment Others Total
January 1
Cost
Accumulated depreciation
and impairment
January 1
Additions
Disposal of subsidiary (Note
1)
Disposal
Reclassification (Note 2)
Depreciation expenses
Reclassified to non-current
assets held for sale (Note 4)
Net exchange difference
December 31
December 31
Cost
Accumulated depreciation
and impairment
Land For self-use For leasing Subtotal For self-use For leasing Subtotal
$ 2,342,146
-
$ 2,342,146
$ 2,342,146
997
-
( 3,162)
( 2,124)
-
( 6)
$ 2,337,851
$ 2,337,851
-
$ 2,337,851
$ 3,636,116
( 1,694,005)
$ 1,942,111
$ 1,942,111
54
-
( 1,263)
( 205,523)
( 72,604)
( 4,810)
( 2,543)
$ 1,655,422
$ 3,024,406
( 1,368,984)
$ 1,655,422
$ -
-
$-
$ -
-
-
-
24
( 24)
-
-
$-
$ 24
( 24)
$-
$ 3,636,116
( 1,694,005)
$ 1,942,111
$ 1,942,111
54
-
( 1,263)
( 205,499)
( 72,628)
( 4,810)
( 2,543)
$ 1,655,422
$ 3,024,430
( 1,369,008)
$ 1,655,422
$ 26,631,484
(24,884,229)
$1,747,255
$1,747,255
4,293
( 112)
( 4,657)
113,196
( 525,377)
-
763
$ -
-
$ 26,631,484
(24,884,229)
$1,747,255
$1,747,255
4,293
( 112)
( 4,657)
114,924
( 526,526)
-
763
$ 1,264,379
( 966,878)
$ 297,501
$ 297,501
60,531
( 585)
( 1,931)
( 50,781)
( 85,060)
-
( 1,354)
$ 218,321
$ 926,991
( 708,67)
$ 218,321
$ 33,874,125
(27,545,112)
$6,329,013
$6,329,013
65,875
( 697)
( 11,013)
( 143,480)
( 684,214)
( 4,810)
( 3,140)
$5,547,534
(22,439,681)
$5,547,534
$-
$ -
-
-
-
1,728
( 1,149)
-
-
$1,335,361
(20,360,854)
$1,335,361
$ 579
$1,335,940
(20,362,003)

$1,335,940
$ 1,728
( 1,149)
$ 579
  • 134 -
January 1
Cost
Accumulated depreciation and
impairment
January 1
Additions
Acquisition through acquisition
transaction (Note 3)
Disposal
Reclassification (Note 2)
Reclassified to non-current
assets held for sale (Note 4)
Depreciation expenses
Impairment loss
Impairment loss
December 31
December 31
Cost
Accumulated depreciation and
impairment
2019 2019
Land Buildings and
structures
Machinery and
equipment
Others Total
$ 2,437,400
-
$ 2,437,400
$ 2,437,400
-
-
-
721
( 100,741 )
-
-
4,766
$ 2,342,146
$ 2,342,146
-
$ 2,342,146
$4,265,677

( 2,013,456)
$2,252,221
$2,252,221
-

-

-
(
12,433

( 216,475)
(
( 101,012)
(
-
( 5,056)

$1,942,111
$3,636,116

( 1,694,005)
$1,942,111
$27,882,097
(23,853,893)
$4,028,204
$4,028,204
5,487
85,850
131)
73,397
52,946)
906,471)
( 1,527,173)
41,038
$1,747,255
$ 26,631,484
(24,884,229)
$1,747,255

Note 1: Please refer to Note 6(35)2 for details.

  • Note 2: It is mainly for the reclassification from prepayments for equipment (listed in other non-current assets) and reclassification to investment property.

  • Note 3: Please Note 6(34) for details. Note 4: Please Note 6(13) for details.

  • 1) Capitalized amount of borrowing costs attributable to property, plant and equipment and interest range:

equipment and interest range:
Capitalized amount
Range of capitalized interest rate
2020 2019
$ 323
1.58%
$ 848
2.01%
  • 2) For the impairment of property, plant and equipment, please refer to Note 6(12) for details.

  • 3) 3For the reclassification of property, plant and equipment to the net non-current assets held for sale, please refer to Note 6(13) for details.

  • 4) For information about the Group's pledging of property, plant and equipment as collateral, please refer to Note 8 for details.

  • j. Lease transaction - the lessee

  • 1) The assets leased by the Group include land, buildings, and transportation equipment. The lease contract term is usually from 1 to 3 years. The lease contract is negotiated individually and contains a variety of different terms and conditions. Except that the leased assets cannot be used as collateral for loans and

  • 135 -

cannot be leased, subleased, or lent, or the ease rights cannot be transferred to others, no other restrictions are imposed.

  • 2) The lease term of part of the land and buildings leased by the Group does not exceed 12 months, and the low-value assets leased are mostly multi-function printers, so they are not included in the right-of-use assets.

  • 3) The carrying amount of right-of-use assets and depreciation expenses recognized are shown as follows:

Land
Property
Transportation equipment (company cars)
December 31, 2020

Carrying amount
$ 19,606

234,861

7,233

$ 261,700
December 31, 2019




Carrying amount
$ 20,962
104,216
-

$ 125,178
Land
Property
Transportation equipment
(company cars)
Add: Depreciation expenses of
discontinued operations
2020 2020 2020 2019 2019 2019
Depreciation expenses Depreciation expenses
For self-use For leasing
Total
For self-use
For leasing
Total
$20,236
50,550
4,374
-
$75,160
$ -
7,921
-
-
$7,921
$20,236
58,471
4,374
-
$83,081
$ 4,191
44,343
-
7,147
$55,681
$ -
2,748
-
-
$2,748
$ 4,191
47,091
-
7,147
$58,429
  • 4) The additions of the Group's right-of-use assets in 2020 and 2019 were NT$219,515 and NT$77,735, respectively. Among them, the acquisition through an acquisition transaction in 2019 was in the amount of NT$65,452. Please refer to Note 6(34) for details.

  • 5) The profit and loss items related to lease contracts are shown as follows:

Items that affect profit or loss
Interest expenses on lease liabilities
Less: Interest expenses on lease liabilities of
discontinued oeprations
Short-term lease expenses
Expense on leases with low-value assets
Expense on variable lease payments
Revenue from sublease of right-of-use assets
Gains on lease modification
2020 2019
$ 3,293
-
$ 3,293
$ 20,133
$ 908
$ 9,376
$ 5,834
$ 40
$ 1,594
( 621)
$ 973
$ 11,376
$ 2,028
$ 10,057
$ 1,940
$-
  • 136 -

  • 6) The Group's total cash outflows of leases in 2020 and 2019 were NT$114,710 and NT$91,230, respectively.

  • 7) The impact of variable lease payments on lease liabilities

  • a) In the Group's lease contract, the subject matter to which the variable lease payment terms are applied is connected with the sales amount generated by stores. For the objects leased by individual stores, about 16% is based on variable payment terms and mainly related to the sales amount. Changes in variable lease payments related to the sales amount are recognized as expenses during the period in which these payment terms are satisfied.

  • b) When the sales of all stores in the Group increase by 10%, the lease contract with variable lease payment terms will increase the total lease payments by approximately 4%.

  • 8) For the reclassification of the right-of-use assets to the net non-current assets held for sale sold, please refer to Note 6(13) for details.

k. Investment property

January 1
Cost
Accumulated depreciation
January 1
Reclassification (Note)
Depreciation expenses
Net exchange difference
December 31
December 31
Cost
Accumulated depreciation
2020
Land Land Land
$ 71,897
-
$ 71,897
$ 71,897
-
-
-
$ 71,897
$ 71,897
-
$ 71,897
$ 600,533
( 298,012)
$ 302,521
$ 302,521
271,504
( 19,900)
123
$ 554,248
$ 1,223,006
( 668,758)
$ 554,248
$ 672,430
( 298,012)
$ 374,418
$ 374,418
271,504
( 19,900)
123
$ 626,145
$ 1,294,903
( 668,758)
$ 626,145
  • 137 -
January 1
Cost
Accumulated depreciation
January 1
Reclassification (Note)
Depreciation expenses
Net exchange difference
December 31
December 31
Cost
Accumulated depreciation
2019
Land Land Land
$ 71,897
-
$ 71,897
$ 71,897
-
-
-
$ 71,897
$ 71,897
-
$ 71,897
$ 661,726
( 346,987)
$ 314,739
$ 314,739
1,005
( 13,463)
240
$ 302,521
$ 600,533
( 298,012)
$ 302,521
$ 733,623
( 346,987)
$ 386,636
$ 386,636
1,005
( 13,463)
240
$ 374,418
$ 672,430
( 298,012)
$ 374,418

Note: It is mainly for the reclassification from property, plant and equipment.

  • 1) Rental revenue and direct operating expenses of investment property:
Rental revenue of investment property
Direct operating expenses incurred by
investment property generating rental
revenue in the current period
Direct operating expenses incurred by
investment property not generating
rent revenue in current period
2020 2019
$ 32,045
$ 6,141
$ 13,759
$ 33,392
$ 7,067
$ 6,396
  • 2) The fair value of the investment property held by the Group as of December 31, 2020 and 2019 was $3,187,374 and $1,578,585, respectively, based on the evaluation results of transaction prices in the neighborhood to which could be referred.

  • 3) For information on the Group's pledging of investment property as collateral, please refer to Note 8 for details.

  • 138 -

l. Impairment of non-financial assets

  • 1) The impairment losses recognized by the Group for 2020 and 2019 amounted to $8,407 and $1,586,418, respectively. The details are as follows:
Impairment loss - other assets (list in
other current and non-current assets)
Impairment loss - machinery and
equipment (listed in property, plant and
equipment)
Mitigation loss - lease modification
(listed in property, plant and equipment)
Impairment loss - right-of-use assets
Impairment loss - intangible assets
Less: Impairment loss of discontinued
operations
2020 2020 2019 2019
Recognized
in the current
profit or loss
$ 46
-
-
-
8,361
8,407
-
$ 8,407
Recognized
in other
comprehensive
income
$ -
-
-
-
-
-
-
$-
Recognized
in the current
profit or loss
$ 31,795
1,527,173
39,536
6,247
282
1,605,033
( 18,615)
$ 1,568,418
Recognized
in other
comprehensive
income
$ -
-
-
-
-
-
-
$-
  • 2) The details of the aforesaid impairment losses disclosed by segment are as follows:
Storage media segment
Other optoelectronics segment
Investment segment
Other segments
Less: Impairment loss of discontinued
operations
2020 2020 2019 2019
Recognized
in the current
profit or loss
Recognized
in other
comprehensive
income
Recognized
in the current
profit or loss
Recognized
in other
comprehensive
income
$ -
-
46
8,361
8,407
-
$ 8,407
$ -
-
-
-
-
-
$-
$ 902,077
605,474
73,767
23,715
1,605,033
( 18,615)
$1,586,418
$ -
-
-
-
-
-
$-
  • 3) The Group adopted the value in use and the net disposal value of existing assets as the recoverable amount in the impairment test on December 31, 2020 and 2019. The discount rate used to estimate the value in use is as follows:
Storage media segment
Other optoelectronics segment
Other segments
December 31, 2020
10.42%
8.41%
4.64%
December 31, 2019

11.52%
10.37%
6.18%
  • 4) Accumulated write-off of impairments

  • 139 -

Machinery and equipment
Buildings and structures
Other equipment
2020 2019
$ 1,169,843
31,134
75,551
$ 1,276,528
$ 26,811
-
12,259
$ 39,070
  - a) The Group sold 67% of the equity of Benmeng in March 2020 and has lost control since the date of the sale. Therefore, the relevant accumulated impairments were also written off. Please refer to Note 6 (35)2 for details.

  - b) In 2020, the Group disposed of Jet-Thai's machinery and equipment and other equipment that had been recognized as impairments. Therefore, the accumulated impairment amount of NT$1,159,497 was written off altogether to calculate the gains or losses on the disposal.

  - c) In addition to the above, the accumulated impairments related to the disposal of machinery and equipment in 2020 and 2019 were also written off in order to calculate the gains or losses on the disposal.
  • m. Non-current assets held for sale and discontinued operations

  • 1) Non-current assets held for sale

    • a) Jet-Thai's board of directors approved to sell its land, buildings, and structures on December 10, 2019, and formally signed a contract on December 26 of the same year, and reclassified the assets and liabilities to disposal groups held for sale. The transaction was completed in September 2020, and relevant gains of NT$212,335 were generated. The assets and liabilities of the disposal groups held for sale as of December 31, 2019 were NT$300,138 and NT$110,843, respectively.

    • b) EMC H's board of directors approved on December 18, 2019 and formally signed a contract to sell all the equity of Zhonghong Packing Products (Dongguan) Co.,Ltd. held on the same day, and reclassified the relevant assets and liabilities to disposal groups held for sale. The transaction was completed in January 2020. The assets and liabilities of the disposal groups held for sale as of December 31, 2019 were NT$84,306 and NT$36,601, respectively.

    • c) Deltamac's board of directors approved on May 11, 2020 to sell the land, buildings, and structures held. The relevant assets have been reclassified to disposal groups held for sale. The transaction is expected to be completed within one year. The assets of the disposal groups held for sale as of December 31, 2020 were $4,810.

  • 140 -

d) Assets of the disposal groups held for sale:

Cash and cash equivalents
Other receivables
Property, plant and equipment
Right-of-use assets
December 31, 2020

$ -
-
4,810
-
$ 4,810
December 31, 2019
$ 3,977
8
370,162
10,297
$ 384,444
  • e) Liabilities directly associated with non-current assets held for sale
Other payables
Other current liabilities
December 31, 2020

$ -
-
$-
December 31, 2019
$ 273
147,171
$ 147,444
  • f) Accumulated income or expenses recognized in other comprehensive income related to the disposal groups classified as held for sale:
Adjustments to foreign currency
translation
December 31, 2020

$-
December 31, 2019

$ 23,709
  • 2) Discontinued operations

  • a) Deltamac (H.K.) passed the proposal for dissolution and liquidation as resolved by the shareholders' meeting on December 19, 2019, and entered the dissolution and liquidation process from that date, and was presented as a discontinued operation as it met the definition of a discontinued operation. This dissolution and liquidation process is expected to be completed within 1 to 2 years.

  • b) The information on cash flow of the discontinued operation is as follows:

2019
Cash flow of operating activities $ 18,860
Cash flow of investing activities ( 549)
Cash flow of financing activities ( 10,861)
Effects of exchange rate changes
on cash 2,771
Total cash flow $ 10,221
he analysis of the operating results of the discontinued operation is as follows:
2019
Net operating revenue $ 100,372
Operating costs ( 76,155)
Gross operating profit 24,217
  • c) The analysis of the operating results of the discontinued operation is as follows:

  • 141 -

Operating expenses
Net operating loss
Total non-operating income and
expenses
Pre-tax net loss of discontinued
operations
Income tax benefit
Net loss after tax of discontinued
operation
Loss on the discontinued operation
is attributable to
Owners of parent company
Non-controlling interests
( 47,521)
( 23,304)
( 20,782)
($ 44,086)
156
($ 43,930)
($ 31,036)
( 12,894)
($ 43,930)
  • d) The amount of loss attributable to the owners of the parent company from the continuing operations unit the discontinued operation: please refer to Note 6 (32).

  • n. Other non-current assets

Prepayments for equipment
Refundable deposits
Overdue receivables
Less: Allowance for loss
Other non-current assets - others
December 31, 2020

$ 5,189
26,037
67,915
( 67,915)
634,897
$ 666,123
December 31, 2019
$ 50,190
30,057
548,369
( 548,369)
666,676
$ 746,923
  • o. Short-term borrowings
Short-term borrowings
Nature of borrowings
Borrowings from financial Institutions
Secured borrowings
Credit borrowings
Borrowings for raw material purchase
Interest rate range
December 31, 2020

$ 210,000
132,676
10,341
$ 353,017
1.32%~1.55%
December 31, 2019
$ 56,000
150,000
-
$ 206,000
1.5%~1.7%
  • 1) Commercial paper of NT$2,270,300 and NT$2,244,870 has been issued as a guarantee for the short-term borrowing facilities as of December 31, 2020 and 2019, respectively.

  • 2) Please refer to Note 8 for details of short-term borrowings and the guarantees.

  • 142 -

p. Financial liabilities at fair value through profit or loss

December 31, 2019 Items December 31, 2020 Current items: Financial liabilities held for trading Non-hedging derivative financial instruments -Forward exchange agreements $ - $ 670

  • 1) The net losses on the Group’s financial liabilities held for trading recognized were in the amount of NT$17,516 and NT$3,937 for 2020 and 2019, respectively.

  • 2) The information on the transactions and contracts of non-hedging derivative financial liabilities is as follows:

Derivative financial liabilities
Current items:
December 31, 2019
Nominal principal
Contract period
December 31, 2019
Nominal principal
Contract period

Forward exchange agreements AUD 1,318 thousand 2019.11.15~2020.02.28

The forward foreign exchange transactions conducted by the Group are forward transactions of pre-purchase and pre-sale of foreign currencies, which aim to hedge the exchange rate risk of import and export prices, but no hedging accounting is applied.

q. Other payables

applied.
Other payables
Payable for acquisition transaction (please refer
to Note 6 (34))
Personnel expenses payable
Stock payment payable
Royalty fees payable
Service expense payable
Other expenses payable
December 31, 2020
$ 245,875
163,717
245,085
53,600
22,690
396,055
$ 1,127,022
December 31, 2019
$ 397,927
229,358
81,525
23,144
11,184
475,703
$ 1,218,841

r. Long-term borrowings

Borrowings from financial Institutions
Secured borrowings
Credit borrowings
Long-term notes
Less: Long-term loans due within one year or
one operating cycle
Interest rate range
December 31, 2020
$1,695,000
235,000
200,000
2,130,000
(541,000)
$1,589,000
1.24%~1.67%
December 31, 2019
$2,026,000
334,460
-
2,360,460
(875,460)
$1,485,000
1.5%~2.25%
  • 143 -

  • 1) The Company signed a financing commitment contract with O-Bank Co., Ltd. in April 2018. In 36 months from the date of the first drawdown, the total amount of borrowings is NT$200 million. From November 2019, the principal is amortized and repaid every six months, and the remaining principal will be repaid in the last installment. The Company’s main commitments are as follows:

During the contract period, the current ratio shall be maintained at 100% or above; the debt ratio shall not be higher than 120%, and the interest coverage ratio (including depreciation and amortization expenses) shall not be lower than 250%.

The outstanding balance of the Company's borrowings as of December 31, 2020 and 2019 was NT$110,000 and NT$170,000, respectively.

  • 2) The Company signed a financing commitment contract with Taipei Fubon Bank in March 2019. In 36 months from the date of the first drawdown, the total amount of borrowing is NT$1 billion. The Company's main commitments are as follows:

The current ratio during the contract period shall be maintained at 100% or above; the debt ratio shall not be higher than 90% (inclusive); the net value of tangible assets shall not be lower than NT$12 billion; the interest coverage ratio (including depreciation and amortization expenses) shall not be less than 250%.

The outstanding balance of the Company's borrowings as of December 31, 2020 and 2019 was were NT$650,000 and NT$800,000, respectively.

  • 3) The remaining loan installment repayment periods start from 2017 to 2023.

  • 4) Please refer to Note 8 for details of the guarantees for long-term borrowings.

  • 5) The Company's amounts of loans not drawn down as of December 31, 2020 and 2019 are as follows:

Due in more than one year December 31, 2020
$ 950,000
December 31, 2019
$ 373,000
  • s. Pension

  • 1)

  • a) The Company and domestic subsidiaries have a defined benefit pension plan in accordance with the Labor Standards Act, applicable to all formal employees who were employed prior to the enforcement of the Labor Pension Act on July 1, 2005 and to the formal employees who still chose the pension mechanism under the Labor Standards Act after the Labor Pension Act took effect. Under the defined benefit pension plan, two units are granted for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units granted and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes 2% of the total salaries every month as a pension fund and deposit it to the designated account in the name of the Labor Pension Funds Supervisory Committee at the Bank of Taiwan. Before the end of each year, the Company shall assess the balance in the designated

  • 144 -

account. If the total balance of the contribution is less than the amount required for the payment of pensions to all the employees who are eligible to retire in the following year, calculated according to the method above, the Company will make up for the difference in a lump sum before the end of March in the following year.

  • b) The amounts recognized in the balance sheet are as follows:
Present value of defined benefit
obligations
Fair value of plan assets
Net defined benefit liabilities
(listed in other non-current
liabilities)
December 31, 2020

$ 258,597
( 134,827)
$ 123,770
December 31, 2019
$ 366,740
( 166,817)
$ 199,923
  • c) The changes in net defined benefit liabilities are as follows:
January 1
Service cost for the
current period
Service cost for the
previous period
Interest (expense)
revenue
Re-measurements:
Return on plan
assets (not including
interest revenue or
expenses)
The effect of
changes in
financial
assumptions
Experience
adjustments
Pension contributed
Pension paid
Effect of disposal of
subsidiaries
December 31
2020
Present value of defined
benefit obligations
Fair value of plan assets
2020
Present value of defined
benefit obligations
Fair value of plan assets
2020
Present value of defined
benefit obligations
Fair value of plan assets
Net defined
benefit liabilities

$ 366,740
708
( 68,280)
2,556
301,724
-
8,154
( 7,393)
761
-
( 42,444)
( 1,444)
$ 258,597
($ 166,817)
-

-
( 1,037)
( 167,854)
( 5,497)
-
-
( 5,497)
( 22,762)
42,444
18,842
($ 134,827)
$ 199,923
708
( 68,280)
1,519
133,870
( 5,497)
8,154
( 7,393)
( 4,736)
( 22,762)
-
17,398
$ 123,770
  • 145 -
Present value of
defined benefit obligations
January 1
$ 412,491
Service cost for the
current period
1,070
Interest (expense)
revenue
3,750
417,311
Re-measurements:
Return on plan
assets (not including
interest revenue or
expenses)
-
Change in
demographic
assumptions
31
The effect of
changes in
financial
assumptions
6,964
Experience
adjustments
( 15,828)
( 8,833)
Pension contributed
-
Pension paid
( 41,738)
December 31
$ 366,740
2019
Fair value of plan assets
($ 182,305)
-
( 1,705)
( 184,010)
( 6,427)
-
-
-
( 6,427)
( 18,118)
41,738
($ 166,817)
Net defined benefit Net defined benefit Net defined benefit


liabilities
$ 230,186
1,070
2,045
233,301
6,427)
31
6,964
15,828)
15,260)
18,118)
-
$ 199,923


(


(

(

(
  • d) Bank of Taiwan was commissioned to manage the assets of the Company's and domestic subsidiaries' defined benefit plan fund in accordance with the scope of the percentages and amounts in the annual investment and utilization plan of the fund and the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund (Article 6: The scope of utilization for the fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or privately placed equity securities, investment in domestic or foreign real estate securitization products, etc.). The status of the utilization is supervised by the Labor Pension Funds Supervisory Committee. With regard to utilization of the fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. In case any deficiency in the earnings arises, Treasury Funds can be used to cover the deficits after the approval of the competent authority. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan assets fair value in accordance with paragraph 142 of IAS 19. For the composition of the fair value of the fund in total as of the years ended December 31, 2020, and 2019, please refer to the various labor pension utilization reports issued by the government.

  • 146 -

  • e) The actuarial assumptions related to pension are summarized as follows:

Discount rate
Rate of future salary increase
2020 2019
0.3~0.4%
1.0~2.5%
0.7~0.8%
1.0~2.5%

The assumptions for the future mortality rate are based on the published statistics and experience of each country.

The present value of the defined benefit obligation affected by the changes in the main actuarial assumptions adopted is as follows:

December 31,
2020
The effects on the
present value of
defined benefit
obligations
December 31,
2019
The effects on the
present value of
defined benefit
obligations
Discount rate Discount rate Discount rate Rate of future salary increase Rate of future salary increase Rate of future salary increase Rate of future salary increase
Increase
0.25~1.00%
($ 5,260)
($ 8,087)
Decrease
0.25~1.00%
$ 5,339
$ 8,371

Increase
0.25~1.00%
$ 4,650
$ 7,337
Decrease
0.25~1.00%
($ 4,434)
($ 7,316)

With other assumptions unchanged, the sensitivity analysis above analyzes the effects of changes in a single assumption. In practice, many changes in assumptions may be linked together. The sensitivity analysis is consistent with the method used to calculate the net pension liabilities of the balance sheet.

The method and assumptions used for the preparation of the sensitivity analysis for the current period are the same as those used in the previous period.

  • f) The Group expects to make a contribution of NT$18,305 to the pension plan for the year ended December 31, 2021.

  • g) As of December 31, 2020, the weighted average duration of the pension plan is 11 years. The maturity analysis of the pension payments is as follows:

Less than 1 year
1–5 years
Over 5 years
$ 12,137
95,262
70,286
$ 177,685
  • 147 -

2)

  • a) Since July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan under the Labor Pension Act, applicable to all formal employees with R.O.C. nationality. For employees who choose the labor pension system stipulated under the Labor Pension Act, the Company and its domestic subsidiaries make monthly contributions to employees’ individual pension accounts of the Bureau of Labor Insurance at 6% of their monthly salaries and wages. Based on the employee’s individual pension accounts and the amount of accumulated income from the annual investment and utilization plan, the payment of employee pension is made on a monthly basis or in a lump sum. For 2020 and 2019, the pension costs recognized according to the above-mentioned pension method were NT$$33,228 and NT$41,610, respectively.

  • b) HOTAN and VUS have established employee retirement regulations to determine the contribution obligations. The pension expenses recognized for 2020 and 2019 were NT$12,797 and NT$630, respectively.

  • c) According to the Conditions of Employment—Severance Payment and Long Service Payment of the Government of the Hong Kong Special Administrative Region, employees who have been employed continuously for 24 months or more than 5 years can receive severance payment or long service payment based on a certain percentage of their most recent salary multiplied by their retrospective seniority. VHK's pension expenses recognized for 2020 in accordance with local laws and regulations was NT$3,461. Deltamc (HK)'s 2019 pension expense recognized for the contribution made based on a certain percentage of the employees' most recent salaries was NT$996 (attributable to discontinued operations), which was not there is not significantly different from the relevant liabilities calculated in accordance with the Conditions of Employment—Severance Payment and Long Service Payment of the Government of the Hong Kong Special Administrative Region

  • d) The pension expenses of VAU, VJP, and VGmbH recognized in accordance with local laws and regulations for 2020 were $6,527.

  • e) Zhonghong, Yongxing Multimedia and FJKL Suzhou make monthly contributions according to a certain percentage of the total salaries of the local employees in accordance with the pension system stipulated by the government of the People's Republic of China, and the contribution percentages are 10%, 20%, and 20%, respectively. The pension for each employee is managed by the government; thus, the Group does not have further obligation except for making a monthly contribution. The cost of pensions recognized for 2020 and 2019 were NT$822 and NT$10,685, respectively.

  • 148 -

t. Share-based payments

  • 1) Transtouch's share-based payment arrangements for 2020 and 2019 are as follows:
Number of
Type of
Agreement
Grant Date Shares Granted
(thousand
Period Vesting
Conditions
shares)
Vested in 1
New Restricted
Employee
Shares Plan

2016.07.28
500 3 years year: 50%
Vested in 2
years: 25%
Vested in 3
years: 25%
" 2017.07.27 160 " "
" 2018.05.03 140 " "
  • a) The new restricted employee shares issued by Transtouch cannot be transferred during the vesting period, but there are no restrictions on voting rights and the right to participate in dividend distribution. Employees who resign within the vesting period must return their votes but do not need to return the dividends they have already received.

  • b) The above-mentioned share-based payment arrangements are all settled by equity.

  • 2) The detailed information on the above-mentioned share-based payment arrangement is as follows (unit: thousand shares):

New Restricted Employee Shares Plan

as follows (unit: thousand shares):
ew Restricted Employee Shares Plan
Outstanding, at January 1
Number of shares collected
Number of shares vested
Outstanding, at December 31
2020 2019
79
( 78)
( 1)
-
292
( 37)
( 176)
79
  • 3) Transtouch uses the Black-Scholes options model to estimate the fair value of the stock options for its share-based payment transactions. The relevant information is as follows:
llows:
Type of
Agreement
Grant Date
Stock
price
(NT$)
$63.80
42.50
37.35
Strike
price
(NT$)
$10.00
10.00
10.00
Expected
volatility
Expected
duration
(years)
-
3
-
3
-
3
Expected Expected
dividends
Risk-free
interest
rate
Fair
value per
unit
(NT$)
-
-
$63.80
-
-
42.50
-
-
37.35
Risk-free
Fair
value per

unit
(NT$)
$63.80
42.50
37.35

volatility
New
Restricted
Employee
Shares
Plan
2016.07.28
"
2017.07.27
"
2018.05.03

-
-
-

Note: The expected volatility is based on the stock prices of similar companies during the comparable period of their lives, while considering the impact of the annual earnings distribution on the changes in stock trading prices.

  • 149 -

4) The (gains) expenses on the share-based payment transactions are as follows:

Equity settlement 2020 2019
($ 903) $ 5,051

u. Share capital

  • 1) In order to improve the financial structure and compensate the accumulated losses, it was resolved to reduce the capital by 567,135,167 shares at the shareholders' meeting on June 5, 2019. The capital reduction rate was 32.858%. The record date of the capital reduction was July 30, 2019. The change registration for the capital reduction was completed on August 12, 2019.

  • 2) As of December 31, 2020, the Company's registered capital was NT$45,000,000, divided into 4,500,000,000 shares, and the paid-in capital was NT$11,588,812, with a par value of NT$10 per share. Share payments for the Company’s issued shares have been collected in full. The reconciliation of the number of shares outstanding at the beginning and end of the period for the Company's common stock is as follows (unit: share):

(unit: share):
January 1
Capital reduction to offset losses
Cancellation of treasury shares
December 31
2020 2019
1,158,881,200
-
-
1,158,881,200
1,774,126,367
(567,135,167)
(48,110,000)
1,158,881,200

3) Treasury stock

  • a) On March 15, 2019, the board of directors approved the cancellation of 48,110,000 ordinary shares for capital reduction through treasury shares, and the registration of the change has been completed.

  • b) The Securities and Exchange Act stipulates that the proportion of the Company's repurchase of shares outstanding shall not exceed 10% of the total number of shares issued by the Company, and the total monetary amount of shares repurchased shall not exceed the amount of retained earnings plus the share premium and the realized capital surplus.

  • c) The treasury shares held by the Company shall not be pledged as collateral under the Securities and Exchange Act, and shall not be entitled to shareholders’ rights before transferred.

  • d) According to the Securities and Exchange Act, the shares repurchased by the Company for shares transferable to employees shall be transferred within five years from the date of the repurchase. If the transfer is not made within the time limit, the Company shall be deemed to have not issued the shares, and the shares shall be cancelled through change registration. For the shares repurchased to maintain the Company's credit and shareholders' rights, the change registration and share cancellation shall be conducted within 6 months after the repurchase.

  • e) The Company and its subsidiaries did not hold the Company's shares as of December 31, 2020 and 2019.

  • 150 -

v. Capital surplus

According to the Company Act, capital surplus including the income derived from issuing shares at a premium and from endowments, in addition to being used to compensate deficit, where the Company has no accumulated losses, shall be used to issue new shares or cash in proportion to the shareholders’ original shares. In addition, according to relevant provisions of the Securities and Exchange Act, when the capital is replenished from the aforementioned capital surplus, the total amount each year shall not exceed 10% of the paid-in capital. The Company shall not use the capital surplus to compensate the capital losses, unless the surplus reserve is insufficient to compensate such losses.

  • 151 -

2020

2020 2020 2020 2020 2020 2020 2020
January 1
Changes in ownership
interests in subsidiaries
Cash dividends issued
from capital surplus
December 31
January 1
Cancellation of
treasury shares
Changes in ownership
interests in subsidiaries
Difference between the
equity price of
subsidiary actually
acquired or disposed of
and the book value
December 31
Share premium
Treasury share
transactions
Changes in percentage
of ownership interests
in subsidiaries
recognized
Difference between the
equity price of
subsidiary actually
acquired or disposed of
and the bookvalue
Others Total
$ 2,683,492
-
( 57,944)
$ 2,625,548

$ 5,014,346
-
-
$ 5,014,346
$ 458
612
-
$ 1,070
2019
$ 77
-
-
$ 77
$ 1,922
-
-
$ 1,922
$ 7,700,295
612
( 57,944)
$ 7,642,963
Share premium
Treasury share
transactions
Changes in percentage
of ownership interests
in subsidiaries
recognized
Difference between the
equity price of
subsidiary actually
acquired or disposed of
and the book value
Others Total
$ 2,758,290
( 74,798)
-
-
$ 2,683,492


$ 4,782,455
231,891
-
-
$ 5,014,346
$ 103
-
355
-
$ 458
$ -
-
-
77
$ 77
$ 1,922
-
-
-
$ 1,922


$ 7,542,770
157,093
355
77
$ 7,700,295
  • 152 -

w. Retained earnings

  • 1) According to the Company's Articles of Incorporation, if there are earnings in the annual final accounts, the Company shall pay taxes first and compensate the accumulated losses; appropriate 10% of the balance for legal reserve, but this does not apply when the legal reserve has reached the amount of the Company's total capital. Subsequently, the Company shall make an appropriation for or reverse the special reserve in accordance with the law. Then, if there are still earnings, together with the undistributed earnings accumulated from the beginning of the same period, the board of directors shall put forth an earnings distribution proposal for the resolution by the shareholders' meeting before distribution. The Company’s dividend policy is based on the consideration for capital expenditures and the Company’s long-term financial planning. The total dividend shall not less be than 10% of the current year’s distributable earnings. However, if the distributable earnings is less than 1% of the paid-in capital, dividend many not need to be distributed. When the dividend is distributed, the cash dividends shall not be less than 10% of the total dividends.

  • 2) The legal reserve shall not be used except for compensation for the Company's losses and issue of new shares or cash in proportion to the shareholders' original shares. However, in the case of issue of new shares or cash, it shall be limited to the portion of the legal reserve in excess of 25% of the paid-in capital.

  • 3) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount may be included in the distributable earnings.

  • 4) On June 5, 2019, the Company's shareholders' meeting resolved to compensate the losses for 2018. Please visit the Market Observatory Post System (MOPS) of the Taiwan Stock Exchange for the details of the board of directors' approval for submission of the proposal for loss compensation to be resolved by the shareholders' meeting.

  • 5)

  • a) The Company passed the proposal for 2019 earnings distribution as resolved by the shareholders' meeting on June 16, 2020 as follows:

Legal reserve appropriation
Cash dividends
2019
Amount
Earnings per share
(NT$)
$ 21,379
173,832
$ 0.15
$ 195,211
  • b) (On June 16, 2020, the Company passed a proposal to distribute a cash dividend of NT$57,944 with NT$0.05 per share from the capital surplus from paid-in capital in excess of par value as resolved by the shareholders' meeting.

  • 6)

  • a) The Company's board of directors passed the proposal for 2020 earnings distribution on March 25, 2021 as follows:

  • 153 -

Legal reserve appropriation
Special reserve
2020
Amount
Earnings per share
(NT$)
$ 11,097
$ -
118,457
-
$ 129,554
  • b) The Company's board of directors passed a resolution on March 25, 2021, and approved to distribute a cash dividend of NT$811,217 with NT$0.7 per share from the capital surplus of the premium from the issue of stocks in excess of par value.

As of March 31, 2021, the aforementioned 2020 earnings distribution proposal and the capital surplus distribution proposal have not yet been resolved by the shareholders' meeting.

  • 7) Please refer to Note 6(30) for the information of employee compensation and directors' remuneration.

  • x. Other equity items

)
Please refer to Note 6(30)
directors' remuneration.
Other equity items
for the information of employee compensation and for the information of employee compensation and for the information of employee compensation and
January 1
Foreign currency translation
difference:
– Group
– Associates
Adjustment to valuation
Reclassified from valuation
adjustment to retained
earnings
Disposal of subsidiaries
December 31
2020
Foreign
currency
translation
Unrealized
valuation
gains and
losses
Equity related
to assets held
for sale
Total
($121,927)
($130,722)
( 124,129)
-
( 1,097)
-
-
( 29,422)
-
( 861)
2,025
-
($245,128)
($161,005)
($ 23,709)
($276,358)
-
( 124,129)
-
( 1,097)
-
( 29,422)
-
( 861)
23,709
25,734
$-
($406,133)
January 1
Foreign currency translation
difference:
– Group
– Associates
2019
Foreign
currency
translation
Unrealized
valuation
gains and
losses
Equity related
to assets held
for sale
Total
($115,422)
($179,753) $ -
($295,175)
( 10,031)
-
( 10,031)
3,526
- -
3,526
  • 154 -
-Reclassified to equity related
to assets held for sale (Note)
Adjustment to valuation
Reclassified from valuation
adjustment to retained
earnings
December 31
-
-
-
($121,927)
-
46,037
2,994
($130,722)
( 23,709)
-

-
($ 23,709)
( 23,709)
46,037
2,994
($276,358)

Note: For the equity related to held for sale, please refer to Note 6 (13) for details.

y. Operating revenue

Operating revenue
Revenue from customer contracts
Revenue from investment in securities held for
operations (Note 1)
Less: Contract revenue of discontinued
operations (Note 2)
2020 2019
$ 9,401,027
-
-
$ 9,401,027
$ 6,731,756
413,863
( 100,372)
$ 7,045,247

Note 1: Please refer to Note 4 (3) 3 for details. Note 2: Please refer to Note 6 (13) 2 for details.

  • 1) Breakdown of revenue from customer contracts

The Group's revenue comes from the provision of goods and services that are gradually transferred over time and transferred at a certain point in time. The revenue can be broken down into the following main product lines:

Timing of revenue
recognition
Revenue
recognized at a
specific timing
Revenue
recognized over
time
2020 2020
Storage media Other
optoelectronic
products
Others Total

$8,627,234
-
$8,627,234
$ 328,474
-
$ 328,474
$ 427,469
17,850
$ 445,319
$9,383,177
17,850
$9,401,027
  • 155 -

2019

Timing of
revenue
recognition
Revenue
recognized
at a specific
timing
Revenue
recognized
over time
Less:
Revenue of
discontinued
operations
Storage media Storage media Other
optoelectronic
products
Others Total

$5,502,143
-
-
$5,502,143
$ 439,323
-
-
$ 439,323
$ 769,504
20,786
( 100,372)
$ 689,918
$6,710,970
20,786
( 100,372)
$6,631,384
  • 2) Contract liabilities

  • a) Contract liabilities related to revenue from customer contracts recognized by the Group are as follows:

December 31, 2020 December 31, 2019 January 1, 2019

Contract liabilities:
Advance sales
receipts
Others
Total
$ 76,810
8,831
$ 85,641
$ 232,304

12,978

$ 245,282
$ 107,233
22,910
$ 130,143
  • b) Contract liabilities at beginning of period recognized as revenue for the period
Opening balance of contract liabilities
recognized as income for the period
Product sales contracts
2020 2019
$ 102,535 $ 123,204
  • z. Interest revenue
Interest revenue
Interests on bank deposits
Interest revenue from financial assets at
amortized cost - interest revenue
Less: Interest revenue of discontinued
operations
2020 2019
$ 14,335
2,135
-
$ 16,470
$ 17,137
1,219
( 202)
$ 18,154
  • 156 -

aa. Other income

Other income
Rental income
Dividend income
Revenue from packaging changes
Government grant income (Note 2)
Other income
Gains on bargain purchase (Note 1)
Less: Other income from discontinued
operations
2020 2019
$ 41,232
169,347
18,725
15,027
35,539
-
-
$ 279,870





(
$ 43,838
44,787
-
-
21,421
1,810,471
166)
$ 1,920,351

Note 1: Please note 6 (34) for details.

  • Note 2: Since January 2020, the COVID-19 outbreaks have occurred in various countries around the world, which has had an impact on the demand side of Transtouch, while the supply side was less affected as suppliers were mostly domestic businesses. However, the overall impact of the pandemic on actual operations still depends on the subsequent development of the epidemic. As the Regulations of the Ministry of Economic Affairs for Relieving and Revitalizing Industries and Businesses Affected by Severe Special Infectious Pneumonia with Business Difficulties applies to Transtouch, it obtained the government's salary and working capital subsidies in 2020, which is recognized as the government grant income of NT$15,027.

bb. Other gains and losses

Net gains (losses) on the financial assets at
FVTPL
Net loss on financial liabilities at FVTPL
Gains on disposal of property, plant and
equipment
Gains on disposal of non-current assets held
for sale (Note 3)
Gains on disposal of investments (Note 2)
Gains on contract modifications (Note 4)
Gains on disposal of subsidiaries (Note 1)
Loss on onerous contracts
Net foreign currency exchange losses (Note 5)
Non-financial asset impairment losses
Financial asset impairment losses
Depreciation expenses not for self use
Other expenditures
2020
2019
($ 118,960)
$ 82,748
( 17,516)
( 3,937)
2,287
3,507
212,335
-
-
49,866
133,523
231,435
-
-
( 2,440)
( 115,674)
( 68,382)
( 8,407)
( 1,605,033)
-
( 174)
( 28,994)
( 16,211)
( 12,879)
( 47,724)
277,150
( 1,607,780)
  • 157 -

  • 20,656 $ 277,150 ($ 1,587,124)

Add: Other losses of discontinued operations

Note 1: Please refer to Note 6 (35)2 for details.

  • Note 2: FJKL Technology (Suzhou) Corporation completed the de-registration process on September 23, 2019, and offset the assets and liabilities accounted for, leading to gains on liquidation.

  • Note 3: Please refer to Note 6 (13)1(1) for details.

  • Note 4: Please refer to Note 6 (34)1 for details.

  • Note 5: For the exchange loss of NT$48,736 recognized for 2019, please refer to Note 4(3)2 and 5.

  • cc. Finance costs

4(3)2 and 5.
Finance costs
Interest expenses
Bank borrowings
Interest expenses on lease liabilities
Borrowing facility management expense
Less: Amount qualified for capitalization
Finance costs attributable to discontinued
operations
2020 2019
$ 45,363
3,293
1,266
49,922
( 323)
-
$ 49,599
$ 35,426
1,594
9,282
46,302
( 848)
( 494)
$ 44,960

dd. Employee benefit, depreciation, and amortization expenses

2020
Operating
Function Operating costs expenses Total
Employee benefit expenses
Salaries and wages $ 716,145 $ 482,029 $ 1,198,174
Labor and health insurance
premiums 62,637 75,095 137,732
Pension expenses ( 30,497) 21,279 ( 9,218)
Other employee benefit
expenses 16,252 16,474 32,726
Depreciation expenses 536,345 221,856 758,201
Amortization expenses 38,188 67,545 105,733
2019
Operating
Function Operating costs expenses Total
Employee benefit expenses
Salaries and wages $ 790,176 $ 277,104 $ 1,067,280
Labor and health insurance
premiums 83,956 28,715 112,671
  • 158 -
Pension expenses 41,665 15,371 57,036
Other employee benefit
expenses 26,694 9,652 36,346
Depreciation expenses 840,430 288,980 1,129,410
Amortization expenses 49,591 32,564 82,155
Less: Employee benefit, ( 973) ( 32,470) ( 33,443)
depreciation, and amortization
expenses attributable to
discontinued operations
  • 1) According to the Company's Articles of Incorporation, if the Company makes a profit at the end of the year, at least 1% of the balance shall be allocated for employee compensation and no more than 1.5% for the remuneration of directors. However, when the Company still has accumulated losses, it shall reserve an amount to compensate the losses.

  • 2) The Company's estimates for 2020 and 2019 employee compensation and directors' remuneration are based on the profitability of the years. The employee compensation was estimated at 2.04% and 1.31%, and the remuneration of directors was estimated at 1.50% and 0.96%, respectively. The estimated amounts of employee compensation were $3,000 and $3,000, respectively; the estimated amounts of directors’ remuneration were $2,200 and $2,200, respectively, and the said amounts were accounted for under salaries and wages.

  • 3) The amounts of the employee compensation and the remuneration of directors and supervisors for 2019 approved by the board of directors were the same as the amounts recognized in the 2019 financial statements. They were $3,000 and $2,200, respectively and all paid in cash.

  • 4) The information on employee compensation and the remuneration of directors approved by the board of directors of the Company is available on the MOPS.

  • 5) The Group combined its production lines and optimized production efficiency in 2020. As a result, the Group recognized $155,822 of employee resignation-related expenses due to the streamlining of personnel in 2020 under operating costs.

ee. Income tax

  • 1) Income tax expense

  • a) Components of income tax expense:

x
e tax expense
Components of income tax expense:
Current income tax:
Income tax incurred in current
period
A surtax on subsidiaries'
undistributed earnings
Income tax underestimates
(overestimates) for prior years
Effect of exchange rate
Total current income tax
Deferred income tax:
Initial recognition and reversal of
temporary differences
2020
2019
$ 74,724 $ 9,458
- 13
( 769)
( 831)
-
6
73,955
8,646

26,692 ( 1,014)
  • 159 -
Acquisition from acquisition
transactions (Note)
Net exchange difference
Income tax expense
-
4,076

$ 104,723
( 5,984)
515
$ 2,163
Note: Please note 6 (34) for details.
b) The amount of income tax related to other comprehensive income:
2020
2019
Remeasurement of defined benefit
obligations
$ 373
($ 3,253)
Note: Please note 6 (34) for details.
b) The amount of income tax related to other comprehensive income:
2020
2019
Remeasurement of defined benefit
obligations
$ 373
($ 3,253)
Note: Please note 6 (34) for details.
b) The amount of income tax related to other comprehensive income:
2020
2019
Remeasurement of defined benefit
obligations
$ 373
($ 3,253)
Note: Please note 6 (34) for details.
b) The amount of income tax related to other comprehensive income:
2020
2019
Remeasurement of defined benefit
obligations
$ 373
($ 3,253)
$ 373 ($ 3,253)

2) Reconciliation between income tax expense and accounting profit

2020 2019
Income tax calculated at the statutory tax
rate on net income before tax $ 45,862 $ 43,128
Expenses that shall be (added) excluded
according to tax laws ( 35,424) 7,143
Income on which income tax shall be
levied according to tax law 1,220 419
Items exempt from taxation according to
tax law ( 76,923) ( 19,125)
Unrealized gains or losses on financial
assets that are not taxable 42,119 ( 54,687)
Temporary differences not recognized in
deferred income tax assets ( 1,634) 285,694
Taxable loss not recognized in deferred
income tax assets 39,987 172,922
Change in realizability evaluation of 74,678 ( 70,514)
deferred income tax liabilities
Income tax
overestimates/underestimates for prior
years ( 769) ( 831)
A surtax on subsidiaries' undistributed
earnings 47 13
Land value increment tax on the land
sold 156 -
Effect of income tax of the applicable
tax rate in the Group 15,404 ( 362,155)
104,723 2,007
Add: Gains on income tax of the
discontinued operations - 156
Income tax expense $ 104,723 $ 2,163
  • 160 -

  • 3) The amount of deferred income tax assets or liabilities that arise from temporary differences and tax losses are set out below:

2020 2020
Recognized in
other
Recognized in
comprehensive

Recognized in
Disposal of
January 1 profit or loss income equity subsidiaries December 31
Deferred income tax assets:
-Temporary differences
Over-limit of allowance for loss $ 123,851 ($83,604) $ -
$
- $ - $ 40,247
Unrealized gains on sales 22
21,744

-
- - 21,766
Unrealized exchange loss 14,232
5,190

-
- - 19,422
Inventory valuation loss 98,456
( 21,222)
-
- - 77,234
Compensation for unused annual 7,900
( 2,783)
-
- - 5,117
leave
Remeasurement of defined benefits 14,197
-

369

- - 14,566
Unrealized losses on investment 7,435
( 1,994)
-
- - 5,441
Impairment loss of Non-financial 89,373
-

-
- - 89,373
assets
Others 2,642
( 2,581)
-
- - 61
- Tax losses 157,690 57,982 - ( 866) - 214,806
Subtotal $515,798 ($27,268) $ 369 ($ 866) $- $488,033
Deferred income tax liabilities:
-Temporary differences
Unrealized exchange gains ($ 2,006) $ 304
$
-
$
- $ - ($ 1,702)
Unrealized losses on sales ( 557) 557
-
- - -
Unrealized gains on investment ( 6,058) 281
-
- - ( 5,777)
Book-tax differences in ( 67,423) -
-
- - ( 67,423)
depreciation expenses of fixed
assets
Provision for land value increment ( 21,379) -
-
- - ( 21,379)
tax
Others ( 2,916) ( 566) 4 - 2,875 ( 603)
Subtotal ($ 100,339) $ 576 $ 4 $ - $2,875 ($ 96,884)
Total $ 415,459 ($26,692) $ 373 ($ 866) $2,875 $391,149
  • 161 -
Deferred income tax assets:
-Temporary differences
Over-limit of allowance for loss
Unrealized gains on sales
Unrealized exchange loss
Inventory valuation loss
Compensation for unused annual
leave
Remeasurement of defined
benefits
Unrealized losses on investment
Impairment loss of Non-financial
assets
Others
- Tax losses
Subtotal
Deferred income tax liabilities:
-Temporary differences
Unrealized exchange gains
Unrealized losses on sales
Unrealized gains on investment
Book-tax differences in
depreciation expenses of fixed
assets
Provision for land value
increment tax
Others
Subtotal
Total
$133,711
23
3,471
75,729
8,523
17,354
7,185

88,373
1,802
184,474
$520,645
($ 1,572)
( 405)
( 15,027)
( 67,423)
( 21,379)
( 3,168)
($108,974)
$411,671
($ 9,856)
-
6,108
22,727
( 514)
-
250
1,000
( 481)
( 26,951)
($ 7,717)
($ 434)
( 152)
8,969
-
-
348

$ 8,731

$ 1,014
$ -
-
-
-
-
( 3,157)
-
-
-
-
($ 3,157)
$ -
-
-
-
-
( 96)
($ 96)
($ 3,253)
($ 4)
( 1)
-
-
( 109)
-
-
-
( 10)
167
$ 43
$ -
-
-
-
-
-
$-
$ 43
  • 162 -

  • 4) The validity period of the Group's unused tax loss carryforwards and the relevant amounts of unrecognized deferred income tax assets are as follows:

December 31, 2020

December 31, 2020 December 31, 2020 December 31, 2020
Year of
occurrence
Declared/Approv
ed amount
Amount of unused tax loss
carryforwards
Amount of
unrecognized deferred
income tax assets
Final year the carryforwards are
due
2011
Approved amount
2012
"
2013
"
2014
"
2015
"
2016
"
2017
"
2018
"
2019
Declared amount
2020
Estimated amount
1,915,788
576,522
2,138,865
1,504,300
1,904,500
3,363,155
1,169,522
1,994,843
605,899
645,220
$15,818,614
1,701,524
2016–2031
572,990
2017–2022
2,017,168
2018–2023
1,337,128
2019–2034
1,670,682
2020–2035
3,332,703
2021–2036
1,126,213
2022–2037
1,945,173
2023–2038
446,829
2024–2039
643,185
2025–2040
$14,793,595

December 31, 2019

December 31, 2019 December 31, 2019 December 31, 2019
Year of
occurrence
Declared/Approv
ed amount
Amount of unused tax loss
carryforwards
Amount of
unrecognized deferred
income tax assets
Final year the carryforwards are
due
2010
Approved amount
2011
"
2012
"
2013
"
2014
"
2015
"
2016
"
2017
Declared amount
2018
"
2019
Estimated amount
$3,998,919
2,207,194
520,028
2,154,481
1,772,567
2,139,168
3,456,623
1,256,871
2,134,365
840,199
$20,480,415
$3,885,002
2020
2,178,568
2016–2031
516,496
2017–2022
2,082,619
2018–2023
1,650,702
2019–2034
1,946,219
2020–2035
3,427,556
2021–2036
1,213,571
2022–2037
1,907,405
2023–2038
670,221
2024–2039
$19,478,359
  • 5) Deductible temporary differences that are not recognized in deferred income tax assets by the Group:
Deductible temporary differences December 31, 2020
$11,974,907
December 31, 2019
$13,673,666
  • 163 -

  • 6) The profit-seeking enterprise income tax returns filed by the Company and its domestic subsidiaries' have been approved by the tax collection authorities as follows:

The profit-seeking enterprise income tax returns filed by the Company and its
domestic subsidiaries' have been approved by the tax collection authorities as follows:
The profit-seeking enterprise income tax returns filed by the Company and its
domestic subsidiaries' have been approved by the tax collection authorities as follows:
The profit-seeking enterprise income tax returns filed by the Company and its
domestic subsidiaries' have been approved by the tax collection authorities as follows:
The profit-seeking enterprise income tax returns filed by the Company and its
domestic subsidiaries' have been approved by the tax collection authorities as follows:
the Company and its
n authorities as follows:
the Company and its
n authorities as follows:
Status of approval
a) Sun Well, EV Power, Sun Q, Taiwan Net, Taiwan Dakang,
CMC Entertainment Hub, Com In Dim, Deltamac, and
Jing Zhi Zui
Approved up to 2019
b) The Company, Zhong Jia, CMC Movie, Asia 1
Entertainment, CMC Entertainment, and Transtouch
Approved up to 2018
rnings per share
2020
Amount aftertax
Weighted average
number of outstanding
shares (thousand
shares)
Earnings per share
(NT$)
Basic earnings per share
Current net profit
attributable to ordinary
shareholders of the
parent company
$ 111,073
$ 1,158,881
$ 0.10
Diluted earnings per share
Current net profit
attributable to ordinary
shareholders of the
parent company
$ 111,073
1,158,881
Potential effect of
dilutive ordinary shares
Employee compensation
-
423
Current net profit
attributable to ordinary
shareholders of the
parent company plus
potential effect of
ordinary shares
$ 111,073
1,159,304
$ 0.10
Status of approval

Approved up to 2019
Approved up to 2018
Amount aftertax
Weighted average
number of outstanding
shares (thousand
shares)
Earnings per share
(NT$)



$ 111,073
$ 111,073
-
$ 111,073
$ 1,158,881
1,158,881
423
1,159,304
$ 0.10
$ 0.10

ff. Earnings per share

  • 164 -
Basic earnings per share
Current net profit
attributable to the
continuing operations of
the parent company
Current net loss
attributable to the
discontinued operations
of the parent company
Current net profit
attributable to ordinary
shareholders of the
parent company
Diluted earnings per share
Current net profit
attributable to the
continuing operations of
the parent company
Potential effect of
dilutive ordinary shares
Employee
compensation
Current net profit
attributable to the
continuing operations of
the parent company plus
potential effect of
dilutive ordinary shares
Current net loss
attributable to the
discontinued
operations of the
parent company
Current net profit
attributable to
ordinary shareholders
of the parent
company plus
potential effect of
ordinary shares
2019 2019
Amount aftertax Number of
outstanding shares
adjusted
retrospectively
(thousand shares)
(Note)
Earnings per share
(NT$)





$ 259,741
( 31,036)
$ 228,705
259,741
-
259,741
( 31,036)
$ 228,705
1,158,881


1,158,881
373
1,159,254
"
$ 0.23
( 0.03)
$ 0.20
$ 0.23
( 0.03)
$ 0.20

Note: The retrospective adjustment of the number of outstanding shares above has been conducted based on the proportion of capital reduction in 2019.

  • 165 -

gg. Transactions with non-controlling interests

  • 1) The Group had no significant transactions with non-controlling interests in 2020.

  • 2) Acquisition of additional equity interests in subsidiaries

  • a) The Group purchased a total of 0.18% of the issued shares of Sun Well between June 2019 and August 2019 in the amount of NT$79 in cash. The carrying amount of Sun Well's non-controlling interests on the acquisition date was (NT$21,264,000). The transaction reduced non-controlling interests by NT$96 and the equity attributable to owners of the parent company decreased by NT$17. The effect of the changes in Sun Well's equity in 2019 on the equity attributable to owners of the parent company is as follows:

Carrying amount of non-controlling interests acquired
Consideration paid to non-controlling interests
To make up for losses
2019
($ 17)
( 79)
($ 96)
  • b) The Group purchased a total of 8.82% of the issued shares of Deltamac in the amount of NT$62,200,000 in cash between January 2019 to March 2019. The carrying amount of Deltamac's non-controlling interests at the acquisition date was NT$190,865. The transaction reduced the non-controlling interests by NT$23,869 and the equity attributable to the owners of the parent company increased by NT$38,331. The effect of changes in Deltamac's equity on the equity attributable to owner of the parent company in 2019 is as follows:
Carrying amount of non-controlling interests acquired
Consideration paid to non-controlling interests
To make up for losses
2019
$ 38,331
( 62,200)
($ 23,869)

hh. Acquisition transactions

  • 1) The Group purchased 100% of the equity of 4 companies on December 31, 2019, namely Verbatim GmbH (VGmbH) and Verbatim Australia Pty. Ltd. (VAU), Verbatim (Hong Kong) Limited (VHK), Verbatim Americas LLC. (hereinafter referred to as VUS), Verbatim Americas LLC. (VUS), and part of the assets of Mitsubishi Chemical Media Co., Ltd. (including Verbatim trademark, franchise, and equipment) at the original contract price of US$32,000 thousand and the difference between the net value on the record date of evaluation and the net value on the record date of acquisition, and obtained control of VGmbH, VAU, VHK, and VUS, which engaged in the trading of electronic products, including optical discs in Germany, Australia, Hong Kong, and the U.S., respectively. The Group expects to strengthen its position in these markets after the acquisition and expects to reduce costs via the economic scale. According to the agreement between both parties, the payment shall be carried out in two installments. The first installment in the amount of approximately US$23,000 thousand has been paid on December 24, 2019. The remaining payment has been recognized as relevant rights and obligations based on the relevant contractual commitments (listed in other payables and the balances were NT$245,875,000 and NT$397,927,000 as of December 31, 2020 and 2019, respectively).

  • 166 -

Subsequently, both parties continued to deal with the contractual matters in accordance with the agreement, and signed a supplementary agreement on October 16, 2020, specifying that the Group will no longer need to pay approximately US$4,269 thousand of the aforementioned difference in the net values, and the Group recognized the gains on amended agreement in the amount of NT$133,523 (listed in other gains and losses).

  • 2) In this acquisition transaction, the information on the fair value of the consideration paid by the subsidiaries, the assets acquired, and the liabilities assumed at the acquisition date is as follows:
acquisition date is as follows:
Consideration for the acquisition
Cash
Other payables
Fair value of identifiable assets acquired and liabilities
assumed
Cash
Trade receivable
Other receivables
Inventories
Prepayments to suppliers
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred income tax assets
Other non-current assets
Financial liabilities at FVTPL- current
Contract liabilities
Trade payables
Other payables
Current tax liabilities
Lease liabilities - current
Other current liabilities
Lease liabilities - non-current
Other non-current liabilities
Total net identifiable assets
Effect of exchange rate
Gains on bargain purchase
December 31, 2019
$ 689,770
397,927
$ 1,087,697
$ 775,963
1,321,074
2,769
1,611,465
57,611
192,504
65,452
125,977
5,984
13,581
( 670)
( 122,168)
( 703,208)
( 325,133)
( 63,098)
( 33,548)
( 47,107)
( 32,775)
( 488)
$ 2,844,185
($ 1,756,488)
53,983
($ 1,810,471)
  • 3) If it is assumed that VGmbh, VAU, VHK, and VUS have been incorporated into the Group since January 1, 2019, the operating income and net income before tax of the Group for 2019 would be NT$12,292,772 and NT$180,429, respectively.

  • 167 -

ii. Additional information on cash flows

1) Investing activities with only partial cash payment: a) Property, plant and equipment

a) Property, plant and equipment
Acquisition of property, plant and
equipment
Add: Payables for equipment,
beginning of period
Less: Payables for equipment, end
of period
Less: Payables for equipment from
disposal of subsidiaries
Cash paid in the current period
b) Prepayments for equipment
Increase in prepayments for
equipment
Add: Payables for equipment,
beginning of period
Less: Payables for equipment, end of
period
Cash paid in the current period
2020 2019

$ 65,875
70,844
( 66,280)
( 4,656)
$ 65,783

2020
$ 15,974
67,907
( 70,844)
-
$ 13,037
2019
$ 100,362
50,204
( 46,225)
$ 104,341
$ 215,303
47,491
( 50,204)
$ 212,590

2) The Group sold 100% of Zhonghong and 67% of Benmeng’s equity in January 2020 and March 2020, respectively, resulting in the loss of the Group’s control over these subsidiaries. Please see Note 4(3) 2, Note 3, Note 6, and Note 6(13)1(2) for details. The consideration received for the transactions and information on the relevant assets and liabilities of these subsidiaries are as follows (it was not applicable for 2019):


Consideration received
Cash
Carrying amount of the assets and
liabilities of the subsidiaries
Cash and cash equivalents
Other current assets
Property, plant and equipment
Investments accounted for using the
equity method
Other non-current assets
Other payables
Other current liabilities
Other non-current liabilities
Non-controlling interests
Total net assets
Effect of exchange rate
Gains on disposal
December 31, 2020
$ 478,291
$ 14,302
151,376
70,721
2,295
27,969
( 19,545)
( 4,012)
( 2,875)
( 20,003)
$ 220,228
258,063
( 26,628)
$ 231,435
  • 168 -

jj. Changes in liabilities from financing activities

January 1
Changes in cash flow
from financing activities
Effect of changes in
exchange rates
Other non-cash changes
December 31
2020
Short-term
borrowings
Long-term borrowings
(including due within
one year or one
operating cycle)
Lease
liabilities
Total liabilities
from financing
activities
$206,000
153,017
-
( 6,000)
$353,017
$ 2,360,460 $112,136
$2,678,596
( 230,460)
( 81,000)
( 158,443)
- 2,155 2,155
-
217,158
211,158
$ 2,130,000
$250,449
$2,733,466
January 1
Changes in cash flow
from financing activities
Effect of changes in
exchange rates
Other non-cash changes
December 31
2019
Short-term
borrowings
Long-term borrowings
(including due within
one year or one
operating cycle)
Lease
liabilities
Total liabilities
from financing
activities
$250,000
( 44,000)
-
-
$206,000
$ 3,108,400 $107,715
( 747,940)
( 66,175)

- 108
-
70,488
$ 2,360,460
$112,136
$3,466,115
( 858,115)
108
70,488
$2,678,596
  • 169 -

7. Related-Party Transactions

a. Name of the related party and relationship

ed-Party Transactions
Name of the related party and relationship
Name of related party
Vie Show Cinemas
Taiwan Chi Yuan Culture Foundation
Relationship with the Group

Associate
Other related parties

b. Significant transactions with related parties

  • 1) Operating revenue
ant transactions with related parties
erating revenue
Sales
Associate
Other related parties
2020 2019
$ 2,206
12
$ 2,218
$ 4,054
2,752
$ 6,806

The Group's sales prices and transaction conditions for said related parties are determined separately in accordance with the economic environment and market competition in each region.

  • 2) Trade receivable from related parties
Trade receivable and notes receivable
Associate
Other related parties
December 31, 2020
$ 7
-
$ 7
December 31, 2019
$ 264
1,660
$ 1,924

The trade receivable from related parties mainly come from the sales of goods, and there is no significant difference in the payment terms from those in general transactions, which is O/A with net 30–120 days. There is no mortgage and interest borne on receivables. No allowance for losses is provided for trade receivable from related parties.

  • 3) Administrative expenses - rent expenses
Associate 2020 2019
$ 1,217 $ 363

The Group has leased buildings from associates. The lease contract term was from July 2017 to September 2020. The rent was paid at the beginning of each month. However, the lease contract was re-signed in November 2019, and the lease term did not exceed 12 months, which is was an exemption for short-term leases. The rent was negotiated based on the rental market of similar real estate nearby, and is paid on a monthly basis.

4) Other

The total amount of donation by the Group to other related parties in 2020 and 2019 was NT$3,500 and NT$7,000, respectively.

  • 170 -

c. Information on the remuneration of the key management:

Short-term employee benefits
Post-employment benefits
Other long-term employee benefits
Share-based payments
2020 2019
$ 74,677
1,327
47
82
$ 76,133
$ 37,753
1,153
1,517
1,161
$ 41,584

8. Pledged Assets

The details of the assets pledged by the Group as collateral are as follows

Carrying amount

Carrying amount Carrying amount
Asset items
Restricted demand and time deposit
(listed in financial assets at amortized
cost - current and non-current)
Listed stocks (listed in financial assets
at FVTPL- non-current)
Beneficiary certificates (listed in
financial assets at FVTPL-
non-current)
Property, plant and equipment
Investment property
December 31, 2020 December 31, 2019
Purpose of
collateral
$ 23,060
$ 41,377 Customs guarantee,
margin for issue of
letters of credit, and
bank loan guarantee
1,556,930
710,600
Bank borrowings
491,450
470,500

2,791,879
2,834,917

85,834
88,108

$ 4,949,153
$ 4,145,502
$ 23,060
1,556,930
491,450
2,791,879
85,834
$ 4,949,153

The Group pledged 2,643,000 shares of Transtouch's stock as security for bank loans on December 31, 2020 and 2019.

9. Significant contingent liabilities and unrecognized contractual commitments

  • a. Contingencies: N/A.

  • b. Commitments:

  • 1) Capital expenditure for contracts signed but not effective is as follows

Property, plant and equipment
Intangible assets
December 31, 2020
$ 84,582
1,152
$ 85,734
December 31, 2019 December 31, 2019




$ 84,731
7,860
$ 92,591
  • 2) The Company signed license agreements for relevant optical disc products with Pioneer Corporation, HP Inc., and One-Blue LLC, and paid royalties to the companies in installments based on the sales volume of the relevant products or in installments.

  • 171 -

10. Major Disaster Loss

N/A.

11. Material events after the balance sheet date

Please refer to Note 6(24)6 for the earnings distribution proposal for 2020 proposed by the board of directors on March 25, 2021.

12. Others

a. Capital management

The Group’s capital management objectives are to ensure that the Group can continue as a going concern, maintain the best capital structure to meet the needs for equipment, and provide dividends to shareholders.

b. Financial instruments

1) Type of financial instruments

e dividends to shareholders.
ial instruments
ype of financial instruments
Financial assets
Financial assets at fair value through profit or
loss (FVTPL)
Financial assets mandatorily at fair value
through profit or loss
Financial assets at fair value through other
comprehensive income (FVTOCI)
Investment in designated equity
instruments selected
Financial assets measured at amortized
cost/loans and receivables
Cash and cash equivalents
Financial assets at amortized cost
Notes receivable
Trade receivable
Other receivables
Refundable deposits (listed in other
non-current assets)
Financial liabilities
Financial liabilities at fair value through profit
or loss
Financial liabilities held for trade
Financial liabilities measured at amortized
cost
Short-term borrowings
Notes payable
Trade payables
December 31,
2020
December 31,
2019
$7,284,389
$6,293,929
$ 369,487
$ 427,196
$3,697,814
$3,327,127
257,006
284,106
4,236
6,786
1,702,325
2,356,468
413,384
270,246
26,037
30,057
$6,100,802
$6,274,790

$-
$ 670
$ 353,017
$ 206,000
88,478
327,272
797,840
733,673

$7,284,389
$ 369,487
$3,697,814
257,006
4,236
1,702,325
413,384
26,037
$6,100,802
$-

$ 353,017
88,478
797,840
  • 172 -
Other payables
Long-term borrowings (including due
within one year or one operating cycle)
Guarantee deposits received (listed in other
current and non-current liabilities)
Long-term notes and trade payable (listed
in other non-current liabilities)
Lease liabilities
1,127,022
2,130,000
6,115
63,507
$4,565,979
$ 250,449
1,218,841
2,360,460
7,184
63,507
$4,916,937
$ 112,136

2) Risk management policy

  • a) The daily operations of the Group are affected by a number of financial risks, including market risks (including exchange rate risk, interest rate risk, and price risk), credit risk, and liquidity risk. In order to reduce the adverse effects of uncertainty on the financial performance of the Group, the Group engages in forward foreign exchange contracts and options to avoid exchange rate risk. The derivatives traded by the Group are for the purpose of hedging risks and are not used for trading or speculation.

  • b) Risk management is carried out by the Group's finance department in accordance with the policies approved by the board of directors. The Group’s finance department is responsible for identifying, evaluating, and avoiding financial risks through close collaboration with the Group’s operating units. The board of directors has formulated principles for overall risk management, and also provided written policies for specific areas and matters, such as exchange rate risk, interest rate risk, credit risk, the use of derivative and non-derivative financial instruments, and the investment using remaining liquidity.

  • c) For information on derivatives trading to avoid financial risks, please refer to Note 6(2) and (16) in detail.

  • 3) The nature and level of material financial risks

  • a) Market risk

Exchange rate risk

  • i. The Group operates its business transnationally, so it is subject to the exchange rate risk arising from transactions in currencies different from the functional currencies (mainly USD and CNY) used by the Company and its subsidiaries. The exchange rate risk arises from future business transactions and assets and liabilities recognized.

  • ii. The management of the Group has established policies to regulate the exchange rate risk of each company within the Group in relation to its functional currency. The companies shall hedge against the overall exchange rate risk through the Group's finance department. The exchange rate risk is measured by expected transactions with USD and CNY expenditures that are highly likely to occur. Forward foreign exchange contracts are used to reduce the impact of exchange rate fluctuations on the expected cost of inventory purchase.

  • iii. The Group uses forward foreign exchange contracts to hedge against exchange rate risk while hedging accounting is not applied, which are

  • 173 -

listed in financial assets or liabilities at FVTPL. Please see Note 6(2) and (16) for details.

  • iv. The Group’s business involves a number of non-functional currencies (the functional currencies of the Company and some subsidiaries are NT$, while the functional currencies of other subsidiaries are USD and CNY, etc.). Therefore, it is affected by exchange rate fluctuations. Information on foreign currency assets and liabilities influenced by significant exchange rate fluctuations is as follows:

December 31, 2020

(Foreign currency:
Functional currency)
Financial assets
Monetary items
USD: NTD
USD: EUR
NTD: USD
USD: CNY
CAD: USD
MXN: USD
HKD: NTD
Financial liabilities
Monetary items
USD: NTD
USD: EUR
(Foreign currency:
Functional currency)
Financial assets
Monetary items
USD: NTD
NTD: USD
CAD: USD
MXN: USD
USD: CNY
USD: HKD
USD: EUR
Financial liabilities
Monetary items
USD: CNY
USD: EUR
USD: NTD
JPY: HKD
EUR: NTD
JPY: NTD
Foreign currencies
(thousand)
Exchange rate
Carrying amount
(NTD)
$ 29,291
28.1000
$ 823,077
7,038
0.8124
198,228
141,889
0.0356
141,889
3,105
6.4971
87,250
2,419
0.7712
86,569
37,324
0.0466
52,755
11,714
3.6240
42,452
$ 5,925
28.1000
$ 166,493
3,196
0.8124
90,017
December 31, 2019
Foreign currencies
(thousand)
Exchange rate
Carrying amount
(NTD)
$ 46,864
29.99
$ 1,405,451
230,824
0.0333
230,824
6,261
0.7700
144,581
53,490
0.0524
84,058
2,663
6.9762
79,863
2,231
7.7866
66,899
1,774
0.8937
53,336
$ 1,152
6.9762
$ 148,385
2,153
0.8937
64,730
2,145
29.99
64,329
232,624
0.0715
64,096
1,667
33.64
56,078
182,728
0.2761
50,451
  • v. The aggregate amount of all exchange losses (including realized and unrealized) on Group's monetary items influenced by significant exchange rate fluctuations was NT$115,674 and NT$68,382 in 2020 and 2019, respectively.

  • 174 -

vi. The Group's foreign currency market risk analysis due to significant influence of exchange rate fluctuations is as follows: 2020

Sensitivity analysis

(Foreign currency:
Functional currency)
Financial assets
Monetary items
USD: NTD
USD: EUR
NTD: USD
USD: CNY
CAD: USD
MXN: USD
HKD: NTD
Financial liabilities
Monetary items
USD: NTD
USD: EUR
(Foreign currency:
Functional currency)
Financial assets
Monetary items
USD: NTD
NTD: USD
CAD: USD
MXN: USD
USD: CNY
USD: HKD
USD: EUR
Financial liabilities
Monetary items
USD: CNY
USD: EUR
USD: NTD
JPY: HKD
EUR: NTD
JPY: NTD
Exchange rate band
Effect on profit and loss
Effect on other
comprehensive income

1%
$ 8,231
$ -
1%
1,982
-
1%
1,419
-
1%
873
-
1%
866
-
1%
528
-
1%
425
-
1%
$ 1,665
$ -
1%
900
-
2019
Sensitivity analysis
Exchange rate band
Effect on profit and loss
Effect on other
comprehensive income

1%
$ 14,055
$ -
1%
2,308
-
1%
1,446
-
1%
841
-
1%
799
-
1%
669
-
1%
533
-
1%
$ 1,484
$ -
1%
647
-
1%
643
$ -
1%
641
-
1%
561
-
1%
505
-

Price risk

  • i. The Group's equity instruments exposed to price risk are financial assets held at FVTPL and financial assets at FVTOCI. To manage its price risk arising from investments in equity instruments, the Group diversifies its portfolio. Diversification of the portfolio is conducted in

  • 175 -

accordance with limits set by the Group.

  • ii.The Group mainly invests in equity instruments and open-end funds issued by domestic companies, and the prices of those equity instruments will be affected by the uncertainty of the future values of said instruments. If the price of said equity instruments rose or fell by 1%, with all other factors remaining unchanged, the net income (loss) after tax for 2020 and 2019 would have increased or decreased by NT$66,865 and NT$56,637, respectively, due to the gains or losses on equity instruments at FVTPL, and the other comprehensive income would have increased or decreased by NT$3,695 and NT$4,272 for 2020 and 2019, respectively, because of the gains or losses on the equity instrument investment at FVTOCI.

Interest rate risk of cash flow and fair value

  • i. The Group's interest rate risk mainly comes from long-term borrowings issued at floating interest rates, exposing the Group to the interest rate risk of cash flow. In 2020 and 2019, the Group's loans taken out at floating interest rates were mainly denominated in NTD.

  • ii. B. The Group's loans are measured at amortized cost and the annual interest rate will be repriced every year according to the contracts. Therefore, the Group is exposed to the risk of future market interest rate changes.

  • iii. C. When the NTD borrowing interest rate rose or fell by 0.25%, while all other factors remained unchanged, the net income (loss) after tax would have decreased or increased by NT$4,260 and NT$5,901 in 2020 and 2019, respectively, as the interest expenses would change with the floating interest rates for the borrowings.

b) Credit risk

  • i. The credit risk of the Group is the risk of financial loss suffered by the Group arising from the failure of customers or counterparties of financial instruments to fulfill contractual obligations. It mainly comes from counterparties' inability to settle the contractual cash flow of trade receivable in accordance with the payment terms.

  • ii. The Group has established credit risk management from the Group's perspective. For banks and financial institutions with whom it is dealing, only those with good credit ratings can be accepted as transaction counterparties. In accordance with the internal credit policy, each operating entity within the Group must conduct management and credit risk analysis of each new customer before deciding payment and delivery terms and conditions. The internal risk control system evaluates the credit quality of customers by considering their financial positions, past experience, and other factors. Individual risk limits are set by the board of directors based on internal or external ratings, and the drawdown of credit limits is regularly monitored.

  • iii. The Group adopts IFRS 9 to set the premise and assumption that when a contract payment is overdue for more than 90 days according to the agreed payment terms, it is deemed to have been in default.

  • iv. The Group adopts IFRS 9 to set the following assumptions as the basis for judging whether the credit risk of financial instruments has

  • 176 -

increased significantly since initial recognition:

When a contract payment is overdue for more than 30 days in accordance with the agreed payment terms, it is deemed that the credit risk of a financial asset has increased significantly since the initial recognition.

  • v. The Group groups customers' trade receivable according to the customers' characteristics, and adopts a simplified approach to estimate expected credit losses based on a provision matrix and the loss rate method.

  • vi. After the recourse procedures, the Group writes off the amount of financial assets that cannot be reasonably expected to be recovered. However, the Group will continue to carry out the legal recourse procedures to preserve the creditor's rights. As of December 31, 2020 and 2019, the Group had no claims that had been written off nor recourse activities underway.

  • vii.

  • (i) The Group has included forward-looking considerations for the future global business information and adjusted the loss rate established based on historical and current information for a specific period to estimate the loss allowance for the notes and trade receivable of customers with general credit ratings (including related parties). The provision matrix as of December 31, 2020 and 2019 is as follows:

Expected loss
rate
Total carrying
amount
Loss
allowance
December 31,
2020
Not past due 0%~4%
$ 1,118,867 ($ 302)
Overdue for
1–30 days
2.7%~22%
113,208 ( 267)
Overdue for
31–60 days
4.4%~82%
30,518 ( 184)
Overdue for
61–90 days
8.5%~100%
12,294 ( 1,644)
Overdue for
1–180 days
10.6%~100%
63,664 ( 4,926)
Overdue for
181 or more 26.7%~100%
192,978
( 112,286)
$ 1,531,349
($119,609)
Expected loss
rate
Total carrying
amount
Loss
allowance
Expected loss
rate
Total carrying
amount
Loss
allowance
Total
$ 1,118,867 ($ 302)
113,208 ( 267)
30,518 ( 184)
12,294 ( 1,644)
63,664 ( 4,926)
192,978
( 112,286)
$ 1,531,349
($119,609)
$ 1,118,385
112,941
30,334
10,650
58,738
80,692
$ 1,411,740
  • 177 -
Expected
loss rate
December
31, 2019
Not past due 0~4%
Overdue for
1–30 days
1~35%
Overdue for
31–60 days 4.4~76%
Overdue for
61–90 days 8.5~100%
Overdue for
91–180 days 10.6~100%
Overdue for
181 or more 26.7~100%
Expected
loss rate
Total
carrying
amount
Loss
allowance
Total
$1,094,141
252,890
81,306
44,522
168,260
11,478
$1,652,597
($ 1,096)
( 1,844)
( 2,273)
( 1,546)
( 21,337)
( 11,478)
($39,574)
$1,093,045
251,046
79,033
42,976
146,923
-
$1,613,023
  • (ii) For customers with good credit ratings, the Group adopts the loss rate method to calculate the expected credit loss because the expected credit impairment is not significant. The expected loss rate is 0.2%. The total amount of trade receivable as of December 31, 2020 and 2019 was NT$295,644 and NT$751,947, respectively, and the loss allowance was NT$823 and NT$1,716, respectively.

  • (iii) Based on historical experience, the Group conducts individual assessments to calculate expected credit losses for customers with higher credit risks, and 100% of the allowance for losses is provided. The total amount of trade receivable and loss allowance as of December 31, 2020 and 2019 were both NT$85,879 and NT$77,291, respectively.

viii. The table of the changes in the Group's simplified loss allowance for notes and trade receivable (including related parties), overdue receivables, and other trade receivable is as follows:

January 1
Reclassification
Impairment loss recognized
(reversed)
Write-off of unrecoverable
accounts
Reversal of disposal of
subsidiaries
Effect of exchange rate
December 31
2020
Trade
receivable
Overdue
receivables
Other
receivables
2020
Trade
receivable
Overdue
receivables
Other
receivables
2020
Trade
receivable
Overdue
receivables
Other
receivables
Total
$118,581
$578,960
( 5,869)
5,869
108,204
( 406)

( 12,872)
( 513,864)
( 1,532)
( 2,644)
( 201)
-
$206,311
$ 67,915
$ 77,564
-
505
-
-
-
$ 78,069
$ 775,105
-
108,303
( 526,736)
( 4,176)
( 201

)
$ 352,295
  • 178 -

2019

2019 2019 2019 2019 2019
January 1
Impairment loss recognized
(reversed)
Impairment loss attributable to
discontinued operations
Loss allowance for acquisition
through acquisition transaction
Write-off of unrecoverable
accounts
Effect of exchange rate
December 31
Trade
receivable
Overdue
receivables
Other receivables
Total
$ 722,159
506
( 1,427)
37,075
( 1,382)
18,174
$ 775,105

$ 57,361
8,780
( 1,427)
37,075
( 1,382)
18,174
$118,581
$587,234
( 8,274)
-
-
-
-
$578,960




$ 77,564
-

-
-
-
-
$ 77,564

Among the losses recognized in 2020 and 2019, the impairment losses recognized for receivables arising from customer contracts were NT$107,798 and NT$506, respectively.

c) Liquidity risk

  • i. The cash flow forecast is executed by each operating entity in the Group and is compiled by the Group’s finance department. The Group’s finance department monitors the forecast of the Group’s liquidity requirements to ensure that it has sufficient funds to meet operational needs.

  • ii. The following table shows the Group’s non-derivative financial liabilities and derivative financial liabilities that are settled on a net or total basis, grouped according to the relevant maturity dates. Non-derivative financial liabilities are analyzed based on the remaining period from the balance sheet date to the contract maturity date. Derivative financial liabilities are analyzed based on the remaining period from the balance sheet date to the expected maturity date. The contractual cash flows disclosed in the table below are the undiscounted amounts.

December 31, 2020
Non-derivative financial liabilities:
Short-term borrowings
Notes payable
Trade payables
Other payables
Lease liabilities
Long-term borrowings (including due within
one year or one operating cycle and
estimated interest)
Long-term notes and trade payable (listed in
other non-current liabilities)
Guarantee deposits received (listed in other
current and non-current liabilities)
Within 1 year
1-2 years
2-5 years
$ 353,017 $ - $ -
88,478 - -
797,840 - -
1,127,022 - -
69,606 63,216 112,689
570,949 587,991
1,016,333
- - -
1,455 67 916
Over 5 years
$ -
-
-
-
15,562
-
63,507
3,677
  • 179 -
December 31, 2019
Non-derivative financial liabilities:
Short-term borrowings
Notes payable
Trade payables
Other payables
Lease liabilities
Long-term borrowings (including due within
one year or one operating cycle and estimated
interest)
Long-term notes and trade payable (listed in
other non-current liabilities)
Guarantee deposits received (listed in other
non-current liabilities)
Derivative financial liabilities:
Forward exchange agreements
Within 1 year
1-2 years
2-5 years
$ 206,000 $ - $ -
327,272 - -
733,673 - -
1,218,841 - -
71,450 34,475 29,304
911,406 697,372 819,992
- - -
- 1,990 1,516
$ 670$ - $ -
Over 5 years
$ -
-
-
-
-
-
63,507
3,678
$ -

c. Fair value information

  • 1) The fair value levels of the financial instruments and non-financial instruments measured using the valuation technique are defined as follows:

  • Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities on the measurement date. An active market refers to a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the listed stocks and beneficiary certificates invested by the Group belong to this level.

  • Level 2: Inputs, other than quoted market prices within level 1 that are observable, either directly or indirectly for assets or liabilities. The fair value of most of the derivatives invested by the Group belongs to this level.

  • Level 3: Unobservable inputs for assets or liabilities. The equity instruments without active markets invested by the Group belong to this level.

  • 2) Financial instruments not measured at fair value

The carrying amounts of the Group's financial instruments not measured at fair value, including cash and cash equivalents, notes receivable, trade receivable, other receivables, financial assets at amortized cost, refundable deposits (listed in other current and non-current assets), overdue receivables (listed in other non-current assets), short-term borrowings, notes payables, trade payables, other payables, lease liabilities, long-term borrowings (including due within one year or one operating cycle), guarantee deposits received (listed in other non-current liabilities), and long-term notes and trade payable (listed in other non-current liabilities), are reasonable approximations of the fair values.

  • 3) Financial and non-financial instruments measured at fair value are classified by the Group based on the nature, characteristics, risk, and the level of fair value of assets and liabilities. The relevant information is as follows:

  • a) The Group’s classification is based on the nature of assets and liabilities. The relevant information is as follows:

December 31, Level 1 Level 2 Level 3 Total 2020 Assets

  • 180 -
Fair value on a
recurring basis
Financial assets
at fair value
through profit or
loss (FVTPL)
Beneficiary
certificates
$ 568,323 $ - $ - $ 568,323
Equity
securities
6,686,533 - - 6,686,533
Principal-prot - - 20,866 20,866
ected film
investment
agreements
Privately
offered funds
- - 8,366 8,366
Forward - 301 - 301
exchange
agreements
Financial assets
at fair value
through other
comprehensive
income
(FVTOCI)
Equity
securities - - 369,487 369,487
Total $ 7,254,856 $ 301 $ 398,719 $ 7,653,876
December 31,
2019
Level 1 Level 2 Level 3 Total
Assets
Fair value on a
recurring basis
Financial assets
at fair value
through profit or
loss (FVTPL)
Beneficiary
certificates
$ 630,187 $ - $ - $ 630,187
Equity
securities
5,633,057 - - 5,633,057
Principal-prot - - 30,685
ected film
investment
30,685
agreements
Financial assets
at fair value
through other
comprehensive
income
(FVTOCI)
Equity
securities - - 427,196 427,196
Total $ 6,263,244 $ - $ 457,881 $ 6,721,125
  • 181 -

Liabilities

Fair value on a recurring basis Financial liabilities at fair value through profit or loss Forward - - exchange $ $ 670 $ $ 670 agreements

  • b) The methods and assumptions used by the Group to measure fair value are as follows:

  • i. The market quoted prices adopted by the Group as fair value inputs (i.e. Level 1) are listed below by characteristics:

Closed-end Listed stocks Open-end Funds funds Market quoted prices Closing price Net worth Net worth

  • ii. Except for the above-mentioned financial instruments with active markets, the fair value of other financial instruments is obtained through valuation techniques or with reference to the quoted prices of counterparties.

  • iii. When evaluating non-standard and less complex financial instruments, the Group adopts the valuation techniques widely used by market participants. The parameters used in the valuation models for such financial instruments are usually market observable information.

  • iv. The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present discounted value techniques and option pricing models. Forward exchange contracts are usually valued based on current forward exchange rates.

  • v. The output of the valuation models is an estimated value, and the valuation techniques may not reflect all the relevant factors of the financial instruments and non-financial instruments held by the Group. Therefore, the estimated value of the valuation models will be appropriately adjusted according to additional parameters.

  • 4) There were no transfers between Level 1 and Level 2 fair value in 2020 and 2019.

  • 5) The table below shows the changes in Level 3 fair value in 2020 and 2019:

  • 182 -

On January 1_IFRS 9
Increase for the current period
Decrease for the current period
Listed in unrealized gain/loss on investments
in equity instruments at FVTOCI - parent
company
Listed in unrealized gain/loss on investments
in equity instruments at fair value through
other comprehensive income -
non-controlling interests
Disposal of equity instruments at FVTOCI -
parent company
Refund from capital reduction through
equity instruments at FVTOCI
Effect of exchange rate
December 31
2020
2019
Equity instruments
Equity instruments
2020
2019
Equity instruments
Equity instruments
2020
2019
Equity instruments
Equity instruments

$ 457,881
9,047
( 9,819)

( 29,422)

( 36)
861
( 15,021)
( 14,772)
$ 398,719


$ 406,899
42,019
( 15,709)
46,037
1,857
2,994
( 11,385)
( 14,831)
$ 457,881
  • 6) here were no transfers into or out of Level 3 fair value in 2020 and 2019.

  • 7) In the Group’s valuation process for fair value classified as Level 3, the strategic investment department is responsible for independent fair value verification for financial instruments, uses data from independent sources to make the valuation results close to the market level, and confirms that the source of the data is independent, reliable, consistent with other resources, and representative of the executable price, while regularly calibrating the valuation model, updating the inputs and data required by the valuation model, and making any other necessary fair value adjustments to ensure that the valuation results are reasonable.

  • 8) The quantitative information on the significant unobservable inputs of the valuation model used in the Level 3 fair value measurement and the sensitivity analysis of the significant unobservable input change are explained as follows:

Fair value on Significant Interval Relationship
December 31, Valuation unobservable (weighted between input and
2020 technique input average) fair value
Non-derivative equity instruments:
Unlisted stocks $ 275,039 Comparable Price-to-earnings N/A The higher the
public company
ratio,
multiple, the
approach price-to-book higher the fair
ratio, enterprise value;
value-to-operating
income ratio, The higher the
enterprise discount for
value-to-earnings market liquidity,
before interest, the lower the fair
taxes, value.
depreciation, and
amortization ratio,
and lack of
market liquidity
discount
Stocks of venture capital 94,448 Net asset value N/A N/A N/A
companies method
  • 183 -
Fair value on Significant Interval Relationship
December 31, Valuation unobservable (weighted between input and
2019 technique input average) fair value
Non-derivative equity instruments:
Unlisted stocks $ 323,529 Comparable Price-to-earnings N/A The higher the
public company
ratio,
multiple, the
approach price-to-book higher the fair
ratio, enterprise value;
value-to-operating
income ratio, The higher the
enterprise discount for
value-to-earnings market liquidity,
before interest, the lower the fair
taxes, value.
depreciation, and
amortization ratio,
and lack of
market liquidity
discount
Stocks of venture capital 103,667 Net asset value N/A N/A N/A
companies method
  • 9) The Group has selected valuation model and valuation parameters after careful evaluation, but different valuation results may occur due to the use of different valuation models or valuation parameters.

13. Supplementary Disclosures

  • a. Information on significant transactions

  • 1) Loans to others: Table 1.

  • 2) Endorsements/Guarantees provided to others: Table 2.

  • 3) Marketable securities held at the end of the period (disclosing those amounting to at least NT$100 million while excluding investment in subsidiaries, associates, and joint ventures): Table 3.

  • 4) Marketable securities acquired or sold amounting to at least NT$300 million or 20% of the paid-in capital: Table 4.

  • 5) Acquisition of real estate amounting to at least NT$300 million or 20% of the paid-in capital: N/A.

  • 6) Disposal of real estate amounting to at least NT$300 million or 20% of the paid-in capital: Table 5.

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 6.

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 7.

  • 9) Trading in derivative instruments: Notes 6(2) and (16).

  • 10) Business relations and important transactions between parent company and subsidiaries and among subsidiaries and amounts: Table 8.

  • b. Information on investees

Information on name and location of investees (disclosing those with original investment amounting to at least NT$200 million at the end of the period while excluding investees in mainland China): Table 9.

  • 184 -

  • c. Information on investments in mainland China

  • 1) Basic information: Please refer to Table 10.

  • 2) Significant transactions with investees in mainland China, either directly or indirectly, through a business in a third region, the prices, payment terms, and unrealized gains or losses: Note 7: Related-party transactions and Note 13(1)10.

  • d. Information on major shareholders

Information on major shareholders: Table 11.

  • 185 -

14. Segment Information

a. General information.

The Group operates its business from the perspective of different industries, and divides its business into storage media segment, other optoelectronics segment, and other segments. The types of industries are as follows:

  • 1) Storage media segment: Manufacturing and sales of consumer electronic products, including optical discs.

  • 2) Other optoelectronic segment: Manufacturing and sales of panels and solar products.

  • 3) Investment segment: Investment in various businesses.

  • 4) Other segments: Audio-visual sales and business other than sales of optical discs.

b. Measurement of segment information

The profit or loss of the operating segments of the Group is measured based on operating income/loss after tax, which serves as the basis for performance evaluation. In addition, the accounting policies for the business segment of the Group are the same as the summary of significant accounting policies described in Note 4.

c. Information on profit or loss of segments

The information on segments to be reported to the chief operating decision maker is as follows:


External revenue
Internal segment
revenue
Profit or loss of
segments
Profit or loss of
segments includes:
Depreciation and
amortization
2020
Storage media
segment
Other
$ 8,627,234
2,399,690
$ 11,026,924
$ 262,474
$ 737,512
optoelectronics
segment
Investment segment
Other segments
Adjustments and
write-offs
$ 328,474
$ -
$ 445,319
$ -
-
-
106,330
( 2,506,020)
$ 328,474
$-
$ 551,649
($ 2,506,020)
($ 109,015)
($ 44,360)
($ 163,107)
$ 178,835

$ 96,946
$ 1,245
$ 79,691
($ 22,466)
Total
$ 9,401,027
-
$ 9,401,027
$ 124,827
$ 892,928

  • 186 -

2019

Storage media
segment
Other
Storage media
segment
Other
Storage media
segment
Other
optoelectronics
segment

Investment segment

Investment segment

Investment segment
Other segments Other segments Adjustments and
write-offs
Adjustments and
write-offs
Total
External revenue
Internal segment
revenue
Less: Revenue of
discontinued
operations
Profit or loss of
segments
Less: Profit or loss of
discontinued
operations
Profit or loss of
segments includes:
Depreciation and
amortization
Less: Depreciation
and amortization of
discontinued
operations
$ 439,323
-
-
$ 439,323
($ 903,405)
-
($ 903,405)
$ 223,881
-
$ 223,881
$ 413,863
-
-
$ 413,863
$ 2,265,098
-
$ 2,265,098
$ 1,724
-
$ 1,724
( $ -
( 603,478)
-
($ 603,478)
$ 20,804
-
$ 20,804
($ 22,567)
-
($ 22,567)
(









(
  • 187 -

The impact of the Group’s adoption of IFRS 16 “Leases” on the segment information for the year 2019 is as follows:

Increase in
depreciation
expenses
Less: Depreciation
expenses of
discontinued
operations
2019
Storage media
segment
Other optoelectronics
segment
Investment segment
Other segments
2019
Storage media
segment
Other optoelectronics
segment
Investment segment
Other segments
2019
Storage media
segment
Other optoelectronics
segment
Investment segment
Other segments
2019
Storage media
segment
Other optoelectronics
segment
Investment segment
Other segments
2019
Storage media
segment
Other optoelectronics
segment
Investment segment
Other segments
2019
Storage media
segment
Other optoelectronics
segment
Investment segment
Other segments
2019
Storage media
segment
Other optoelectronics
segment
Investment segment
Other segments
Adjustments and
write-offs
Adjustments and
write-offs
Total
$ 13,819
-
$ 13,819
$ 21,407
-
$ 21,407
$ -
-
$-
$ 45,770
( 7,147)
$ 38,623
($ 22,567)
-
($ 22,567)
$ 58,429
($ 7,147)
$ 51,282

d. Information on the reconciliation of profit or loss of segments

As the Group's information on pre-tax profit or loss of the segments to be reported is consistent with that of continuing operations, so no reconciliation is required.

  • 188 -

e. Information on products and services

Please Note 6(25) for details.

f. Geographical region information

Geographical region information for 2020 and 2019 is as follows:

2020
Revenue
2020
Revenue
Non-current
assets
2019
Revenue
2019
Revenue
Non-current
assets
Taiwan
Americas
Japan
Asia
Mainland China
Europe
Others
Less: Revenue
attributable to
discontinued
operations
Total
$530,907
1,885,859
2,202,914
590,843
379,918
2,649,268
1,161,318
-
$9,401,027
$6,387,866
68,627
3,218
6,020
514,190
207,171
35,132
-
$7,222,224
$914,784
1,563,728
1,682,209
676,716
325,147
1,109,835
873,200
(100,372)
$7,045,247
$6,917,237
59,693
13,697
14,542
544,541
123,842
32,294
-
$7,705,846

g. Major customer information

The Group only had one individual customer from the storage media segment who accounted for at least 10% of its operating income in 2020 and 2019, with the amount of NT$1,277,673 and NT$1,882,428, respectively.

  • 189 -

TABLE 1

CMC Magnetics Corporation and Its Subsidiaries

Loans to Others For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

No. (Note 1)
Lender
Borrower
0
The Company
Sun Well
0
The Company
EMCH
1
CMC Movie
Asia 1 Entertainment
2
EMCH
Yongxing Multimedia
2
EMCH
VJP
3
SuperNet
FJKL
4
Yongxing Electronic
Sun Biotech Limited
5
CMC Entertainment
Asia 1 Entertainment
6
Deltamac
Asia 1 Entertainment
7
Zhong Jia
Asia 1 Entertainment
8
VAU
VHK
Financial Statement
Other receivables
-Related party
Other receivables
-Related party
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Related
Y
Y
Y
Y
Y
N
Y
Y
Y
Y
Y
Highest Amount of
$1,175,300
697,360
34,000
250,090
28,110
10,612 -
16,502
10,000 -
19,673
280,000
45,308 -
Ending Balance (Note 14)
$1,175,300
213,560
34,000
250,090
27,250

-
9,883

-
13,148
220,000

-
Actual Amount Drawn
$1,175,300
213,560
34,000
250,090
27,250
9,883
11,897
217,000
Range of
1.7
1.55
1.17
0
0
0
4.35
1.17
2.4
1.5
2.328
Type of
2
2
2
2
2
2
2
2
1
2
2
Amount of Transaction
$-
-
-
-
-
-
-
-
2,808
-
-
Reason for
Working
i l
$-
Working
it l
-
Working
-
Working
-
Working
-
Working
-
Working
-
Working
-
Working
Working
-
Working
-
Loss Allowance
Name
Movable
-
-
-
-
-
-
-
25
-
-
-
Collateral
Value
$253,122
-
-
-
-
-
-
-
-
-
-
Limit for Individual
$2,846,486
2,846,486
68,773
557,202
557,202
140,500
47,609
20,302
2,808
300,000
374,806
Total Limit
$7,590,630
7,590,630
68,773
1,485,871
1,485,871
157,071
No
47,609
20,302
154,578
No
1,487,698
374,806
Remarks
Note 7
Note 7
Note 8
Note 10
Note 10
tes 11 and 15
Note 8
Note 8
tes 12 and 16
Note 9
Note 13

Note 1: The information on funds lent between the Company and its subsidiaries shall be entered as follows:

  • (1) The Company is coded “0”.

  • (2) The subsidiaries are coded sequentially beginning from “1” by each individual company.

Note 2: The financial statement accounts including trade receivable from associates, amount receivable from related parties, shareholders' transactions, advance payments, temporary debits, etc.; in the case of lending of funds, this field shall be entered. Note 3: The maximum balance of loans to others in the current year.

Note 4: The nature of lending of funds shall be listed as business transactions or necessary for short-term financing.

  • (1) In the case of business transactions, please enter 1.

  • (2) If there is a need for short-term financing, please enter 2.

  • Note 5: If the nature of lending of funds belongs to business transactions, the amount of business transactions shall be entered. The amount of business transactions refers to the amounts of business transactions between the lender and the borrower in the most recent year.

Note 6: If the nature of lending of funds belongs to a need for short-term financing, the reasons for the necessity of the lending and the purpose of borrowing, such as repayment of loans, purchase of equipment, or working capital shall be specified.

Note 7: The total funds lent shall be limited to 40% of the current net worth of the lender. For subsidiaries in which the Company holds 50% of the shares directly and indirectly and with which the Company conducts business, the limit on the funds lent to each of said subsidiaries is 15% of the Company's net worth or the total business transaction amount between both parties, whichever is higher. For subsidiaries in which the Company holds 50% of the shares directly and indirectly without business conducted between both parties, the limit on the funds lent to each of said subsidiaries is 15% of the Company's net worth.

Note 8: The upper limit on the funds lent is 40% of the current net worth of the lender.

The limit on the funds lent to each entity is 40% of the net worth of the lender.

  • Note 9: The upper limit on the funds lent is 40% of the current net worth of the lender. The limit on the funds lent to each entity shall not exceed NT$300,000.

The upper limit on the parent company’s loans to others shall not exceed 40% of the company’s net worth.

Note 10: The upper limit on the funds lent is 40% of the current net worth of the lender. The limit on the funds lent to each entity shall not exceed US$10,000 thousand. For subsidiaries in which the Company holds 50% of the shares directly and indirectly without business conducted between both parties, the limit on the funds lent to each of said subsidiaries is 15% of the Company's net worth. For foreign companies in which the parent company holds 100% of the shares directly and indirectly, the upper limit on the funds lent shall not exceed 50% of the Company’s current net worth.

  • Note 11: The upper limit on the funds lent is 40% of the current net value of the lender. For companies in which the Company does not hold 50% of the shares directly or indirectly without business conducted between both parties, the limit on the funds lent to each of said companies shall not exceed US$5,000 thousand.

  • Note 12: The upper limit on the funds lent shall not exceed 40% of the net worth in the current period; if it is a business transaction, it shall not exceed the transaction amount. The "business transaction amount" refers to the purchase or sale of goods between both parties, whichever is higher.

  • Note 13: The upper limit on the funds lent shall not exceed the current net worth of the lender. For the parent company and foreign companies in which the parent company holds 100% of the shares directly and indirectly, the limit on the funds lent shall not exceed the net worth of the Company.

Note 14: The translation is based on the original currency multiplied by the exchange rate at the end of the period.

Note 15: Relevant processing procedures have been reported to the board of directors in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees.

Note 16: On March 8, 2021, the Deltamac's board of directors approved an improvement plan to improve the situation of excess of loans to others.

Table 1 Page 1

  • 190 -

TABLE 2

CMC Magnetics Corporation and Its Subsidiaries

Endorsements/Guarantees Provided to Others For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Party Endorsed/Guaranteed Party Endorsed/Guaranteed
Cumulative
Maximum Balance of Endorsements/Guarantees
Company Name Limit of Endorsement/Guarantee
Balance of
Actual Amount to the Net Equity in the Parent to To Entity in
(Endorsement/Guarantee Relationship Endorsement/Guarantee
For the Current Period
Endorsement/Guarantee, Drawn Down Endorsement/Guarantee
Latest Financial
Upper Limit of subsidiary (Note Subsidiary to Mainland China
No. (Note 1) Provider) Company Name (Note 2) for a Single Entity (Note 4) End of Period (Note 5) (Note 6) Secured with Collateral Statements (%) Endorsements/Guarantees 7) parent (Note 7) (Note 7) Remarks
1 CMC Entertainment CMC Entertainment Hub 4 $15,226
$1,632

$1,632
$ - $ - 3.22
$15,226
N N N Note 3

Note 1: The description of No. column is as follows:

  • (1) The issuer is coded “0”.

  • (2) The investees are coded sequentially beginning from “1” by each individual company.

Note 2: There are seven types of relationships between the endorsement/guarantee provider and the endorsed/guaranteed party. Just enter the code:

  • (1) A company with which it conducts business.

(2) A subsidiary in which the Company holds at least 50% of the voting shares directly and indirectly.

  • (3) A company that holds at least 50% of the Company's voting shares directly and indirectly.

  • (4) Between companies in which the Company holds at least 90% of the voting shares directly and indirectly.

  • (5) Between companies in the same industry or joint applicants to undertake projects who are required to provide mutual endorsements/guarantees to the other company in accordance with the contractual terms.

  • (6) Companies that are endorsed and guaranteed by all shareholders based on their shareholding ratios because of a joint investment relationship.

  • (7) The joint guarantee for the performance of a pre-sale property sales contract between entities in the same industry in accordance with the Consumer Protection Act.

Note 3: The upper limit of CMC Entertainment endorsements/guarantees to external entities shall not exceed 30% of its net worth of the current period, and the limit of endorsement/guarantee to a single enterprise shall not exceed 30% of its net worth of the current period.

Note 4: The maximum balance of endorsements/guarantees provided to others in the current year.

Note 5: As of the balance sheet date, when the amount of an endorsement/guarantee contract or bill signed by the Company with a bank is approved, the Company shall assume the endorsement/ guarantee responsibility; other relevant endorsements/guarantees shall be included in the endorsement/guarantee balance.

Note 6: The actual amount drawn down by the endorsed/guaranteed company within the endorsement/guarantee balance shall be entered.

Note 7: "Y" shall be entered only for the endorsement/guarantee provided by the publicly listed parent company to subsidiary, by subsidiary to the publicly listed parent company, and to entities in mainland China.

Note 8: As of December 31, 2020, Transtouch's balance of customs guarantee provided to the Customs Office for post-release duty payments was NT$2,261.

Table 2 Page 1

  • 191 -

TABLE 3

CMC Magnetics Corporation and Its Subsidiaries

Marketable Securities Held at the End of the Period (Excluding Investment in Subsidiaries, Associates, and Joint Ventures) For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Securities held by
Type and Name of Securities (Note 1)
Relationship with Securities Issuer
General Ledger Account
Number of Shares
End of Period
Carrying Amount
(Note 2)
Shareholding
Percentage (%)
Fair Value
Remarks
The Company
Stock of Taiwan High Speed Rail Corporation
Financial assets at FVTPL - current
39,133,000
Stock of Chateau International Development Company Limited
"
12,391,421
Stock of FarGlory Hotel Co., Ltd
"
3,346,000
Stock of United Microelectronics Corp.
"
4,553,000
Stock of Chung Hsin Electric & Machinery Manufacturing Corporation
"
6,557,000
Stock of Tainan Enterprises Co., Ltd.
"
13,645,000
Stock of Largan Precision Company Limited
"
148,000
Stock of Tatung Company
"
Adjustment to valuation
Stock of Taiwan High Speed Rail Corporation
Financial assets at FVTPL - non-current
28,500,000
Stock of FarGlory Hotel Co., Ltd
"
5,000,000
Stock of Chateau International Development Company Limited
"
3,800,000
Stock of Big Sunshine Co., Ltd.
"
Adjustment to valuation
Stock of Riselink Venture Capital Corp.
Financial assets at FVTOCI - non-current
Adjustment to valuation
( $ 1,299,241
0.7
$ 386,650
11.11
98,042
3.19
213,668
0.04
362,566
1.38
364,779
9.27
489,726
0.11
228,858
140,075)

$ 3,303,455

$946,219
0.51
146,505
4.76
118,572
3.41
6,616
86,544
$ 1,304,456
$5,920
41,521
$ 47,441
1,240,516
354,395
173,657
214,674
351,455
259,937
472,860
235,961
-
$ 3,303,455
$ 903,450
Note 3
259,500
Note 3
108,680
Note 3
32,826
-
$ 1,304,456
$ 47,441
$

Note 1: The securities mentioned in this table refer to stocks, bonds, beneficiary certificates, and securities derived from the items above that fall within the scope of IFRS 9 "Financial Instruments". Note 2: For those measured at fair value, please fill in the carrying amount after fair value valuation adjustment. Note 3: The Company pledged securities of NT$1,271,630 as collateral as of December 31, 2020.

Table 3 Page 1

  • 192 -

TABLE 3

CMC Magnetics Corporation and Its Subsidiaries

Marketable Securities Held at the End of the Period (Excluding Investment in Subsidiaries, Associates, and Joint Ventures) For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Securities held by
Type and Name of Securities (Note 1)
Relationship with
Securities Issuer
General Ledger Account
End of Period Fair Value
Remarks
Number of Shares Carrying Amount
(Note 2)
Shareholding Percentage
(%)
Zhong Jia
Stock of FarGlory Hotel Co., Ltd
Financial assets at FVTPL - current
Shin Kong Financial Holding Co.,Ltd. Preferred Shares B
"
Stock of FDC International Hotels Corporation
"
Adjustment to valuation
Stock of Chateau International Development Company Limited
Financial assets at FVTPL -
non-current
Millerful No.1 REIT
"
Cathay No.1 Real Estate Investment Trust
"
Stock of Taiwan High Speed Rail Corporation
"
Stock of Tainan Enterprises Co., Ltd.
"
Stock of Chung Hsin Electric & Machinery Manufacturing Corporation
"
Adjustment to valuation
Stock of Orgchem Technologies, Inc.
Financial assets at FVTOCI -
non-current
Adjustment to valuation
9,078,000
3,309,000
5,928,269
25,251,000
9,521,000
2,256,730
( $ $ $ 471,148
140,136
113,152
-
$ 724,436
$ 169,548
210,800
Note 3
280,650
Note 3
800,457
Note 3
181,375
120,960
-
$ 1,763,790
$ 79,603

$

Note 1: The securities mentioned in this table refer to stocks, bonds, beneficiary certificates, and securities derived from the items above that fall within the scope of IFRS 9 "Financial Instruments".

Note 2: For those measured at fair value, please fill in the carrying amount after fair value valuation adjustment.

Note 3: As of December 31, 2020, Zhong Jia pledged securities of NT$285,300 and beneficiary certificates of NT$491,450 as collateral.

Table 3 Page 2

  • 193 -

TABLE 3

CMC Magnetics Corporation and Its Subsidiaries

Marketable Securities Held at the End of the Period (Excluding Investment in Subsidiaries, Associates, and Joint Ventures) December 31, 2020

Unit: NT$ thousands (Unless specified otherwise)

Securities held by
CIA
Supernet
CMC Movie
Type and Name of Securities Relationship with Securities
Issuer
General Ledger Account
Financial assets at FVTOCI
- non-current
Adjustment to valuation
Financial assets at FVTPL -
current
Adjustment to valuation
Financial assets at FVTOCI
- non-current
Adjustment to valuation
Financial assets at FVTPL -
non-current
Financial assets at FVTOCI
- non-current
Adjustment to valuation
Number of Shares
End of Period
Carrying Amount (Note 2)
Shareholding Percentage
(%)
$ 7,901
2,192
$ 10,093
$ 93,768
-33,442
$ 60,326
$ 135,073
12,462
$ 147,535
$ 20,866
$ 21,500
( 17,213)
$ 4,287
$ $ Fair Value
10,093
60,326
147,535
20,866
4,287
Remarks

(Note 1)
Stock of Transpac
Corporation
in Shanghai-Hong Kong
Stock Connect
Stock of High Connection
Density, Inc.
Principal-protected film
investment agreements
Stock of Mandarin Vision
Co., Ltd.

$

$

$ $

$

$ $

$

$

$

$ (

$

$

Note 1: The securities mentioned in this table refer to stocks, bonds, beneficiary certificates, and securities derived from the items above that fall within the scope of IFRS 9 "Financial Instruments". Note 2: For those measured at fair value, please fill in the carrying amount after fair value valuation adjustment.

Table 3 Page 3 - 194 -

TABLE 3

CMC Magnetics Corporation and Its Subsidiaries

Marketable Securities Held at the End of the Period (Excluding Investment in Subsidiaries, Associates, and Joint Ventures) December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Securities held by
Type and Name of Securities
Relationship with Securities
General Ledger Account
End of Period Fair Value
Remarks
Number of Shares
C
arrying Amount (Note 2)
Shareholding Percentage (%)
Deltamac
Common stock of Self Pick Inc.
Financial assets at FVTOCI -
non-current
Adjustment to valuation
Transtouch
Mega 3-Year Maturity
Emerging Market Bond Fund
Financial assets at FVTPL -
current
Taiwan Cement Corp. 2nd
"
Adjustment to valuation
Privately offered fund—First
Financial assets at FVTPL -
Adjustment to valuation
EMCH
CDIB Yida Private Equity
(Kunshan) Biomedical Equity
Financial assets at FVTOCI -
non-current
Adjustment to valuation
Yongxing Electronic
CDIB Yida Private Equity
(Kunshan) Investment Fund
Financial assets at FVTOCI -
non-current
Adjustment to valuation
500,000
(
$ 828
6.25
467)
$ 361
$ 78,335
20,000
58
$ 98,393

$ 9,047
( 681)
$ 8,366
$ 20,700
311
$ 21,011
$ 58,210
946
$ 59,156
$ 361
$ 98,393
$ 8,366
$ 21,011
$ 59,156

Note 1: The securities mentioned in this table refer to stocks, bonds, beneficiary certificates, and securities derived from the items above that fall within the scope of IFRS 9 "Financial Instruments". Note 2: For those measured at fair value, please fill in the carrying amount after fair value valuation adjustment.

Table 3 Page 4

  • 195 -

TABLE 4

CMC Magnetics Corporation and Its Subsidiaries

Marketable Securities Acquired or Sold Amounting to at Least NT$300 Million or 20% of the Paid-in Capital For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Trading
Type and Name of Securities
General Ledger Account
CounterpartyRelationship
Number of
Amount
Acquired(Note 3)
Sold(Note 3)
End of Period
Number of
Amount
Number of
Selling Price
Book Cost
Gains or Losses
Number of
Amount
The Company
Stock of Taiwan High Speed
Financial assets at FVTPL -
-
-
63,547
$ 2,463,011
91,465
$ 2,938,087
87,379
$ 2,941,371
$ 3,155,638 ($ 214,267)
67,633
$ 2,245,460
Stock of Chung Hsin Electric Financial assets at FVTPL -
-
-
4,365
93,966
43,965
1,934,576
41,773
1,767,696
1,665,976 101,720
6,557
362,566
Stock of United
"
-
-
-
-
58,796
1,968,262
54,243
1,841,771
1,754,594 87,177
4,553
213,668
Stock of Tatung Company
"
-
-
2,207
47,132
37,542
725,486
37,561
795,928
729,170 66,758
2,188
43,448
Stock of Hon Hai Precision
"
-
-
-
-
8,165
672,485
8,165
657,214
672,485 ( 15,271) -
-
Stock of Taiwan
"
-
-
-
-
9,403
3,647,722
9,403
3,739,165
3,647,722 91,443 -
-
Stock of Fubon Financial
"
-
-
-
-
14,796
620,025
14,796
617,642
620,025 ( 2,383) -
-
Stock of Cathay Financial
"
-
-
-
-
10,660
423,194
10,660
423,358
423,194 164 -
-
Stock of CTBC Financial
"
-
-
-
-
16,729
337,793
16,729
326,623
337,793 ( 11,170) -
-
Stock of First Financial
"
-
-
-
-
20,311
436,188
20,311
444,571
436,188 8,383 -
-
Stock of Largan Precision
"
-
-
-
-
1,509
5,129,684
1,361
4,619,085
4,639,958 ( 20,873)
148
489,726
Stock of the Shanghai
"
-
-
-
-
10,318
431,971
10,318
431,373
431,971 ( 598) -
-
Stock of Globalwafers. Co.,
"
-
-
-
-
1,947
793,642
1,947
780,609
793,642 ( 13,033) -
-
Zhong Jia
Stock of Tatung Company
Financial assets at FVTPL -
-
-
2,028
43,101
45,479
931,059
44,851
922,684
903,082 19,602
2,656
71,078
Supernet
Stock of Sands China Limited Financial assets at FVTPL -
-
-
16
2,235
4,082
472,434
4,074
474,909
471,671 3,238
24
2,998

Note 1: The securities mentioned in this table refer to stocks, bonds, beneficiary certificates, and securities derived from the items above.

Note 2: For securities recognized as investments accounted for using the equity method, these two columns must be entered, with the remaining columns left blank. Note 3: Accumulated amounts of marketable securities acquired or disposed of shall be calculated separately based on market prices to determine whether they amount to $300 million or 20% of the paid-in capital.

Table 4 Page 1

  • 196 -

TABLE 5

CMC Magnetics Corporation and Its Subsidiaries

Disposal of Real Estate Amounting to at Least NT$300 Million or 20% of the Paid-in Capital For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Company
Asset
Date of Occurrence
Original Acquisition
Date
Carrying amount
Transaction Amount
Proceeds Collection
Gains or Losses on
Disposal
Counterparty
Relationship
Unit: NT$ thousands (Unless specified otherwise)
Purpose of Disposal
Basis or Reference for
Price Setting
Other Agreed Matters
Jet-Thai
Land, buildings and
structures
December 10, 2019
(Note 4)
May 23, 2007
$271,828
$505,441
Proceeds fully
collected
$212,335
TPV
Technology
(Thailand) Co., Ltd.
Non-related party
To increase working
capital and improve
financial structure
Note 1
N/A
  • Note 1: The price was determined with reference to the valuation report issued by Tobtavee Appraisal And Service Co., Ltd.

Note 2: The amount of paid-in capital refers to the amount of paid-in capital of the parent company. If the issuer’s stock has no par value or the par value per share is not NT$10, the transaction amount of 20% of the paid-in capital shall be calculated based on the 10% of the equity attributable to owners of the parent company on the balance sheet.

Note 3: The date of occurrence refers to the date when the transaction contract is signed, the payment date, the date of transaction made by agents, the ownership transfer date, the board resolution date, or the date when the transaction counterparty and transaction amount are fully determined, whichever is earlier.

Note 4: The transaction was completed in 2020.

Table 5 Page 1

  • 197 -

TABLE 6

CMC Magnetics Corporation and Its Subsidiaries

Total Purchases from or Sales to Related Parties Amounting to at least NT$100 Million or 20% of the Paid-in Capital For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Company
Counterparty
Relationship
Transaction
Situation and Reason that Transaction
Notes/Trade Receivable (Payable)
Purchase (Sale)
Amount
Proportion to Total
Credit Period
Unit Price
Credit Period
Balance
Proportion to Total
Remarks (Note2)
The Company
Yongxing
Subsidiary of




VJP
Sub-subsidiary

VUS


VGmbH

VHK
Yongxing
Sister companies
Purchase
$118,425
6%
As it is between
Equivalent to
As it is between
$4,761
1%
Sale
173,692
4%



86,387
7%
Sale
987,241
25%
No significant

No significant
491,102
42%
Sale
457,972
12%



78,469
7%
Sale
342,493
9%



57,310
5%
Sale
134,033
26%



91,280
62%

Note 1: If related-party transaction terms are different from general transaction terms, situations and reasons for the differences shall be specified in the unit price and the credit period columns.

Note 2: In case of advance receipts (prepayments), reasons, the terms of the agreement, the amount and differences from the general transactions shall be specified in the Remarks column.

Table 6 Page 1

  • 198 -

TABLE 7

CMC Magnetics Corporation and Its Subsidiaries

Receivables from Related Parties Amounting to at Least NT$100 Million or 20% of the Paid-in Capital December 31, 2020

Unit: NT$ thousands (Unless specified otherwise)

Company under Trade
Receivable
Counterparty
Relationship
Balance of Trade Receivable
from Related Parties
(Note1)
Turnover Rate (Times)
Overdue Receivables from Related Parties
Amount
Response Method
Recovered Amount from Related Party
After Balance Sheet Date
Loss Allowance
Provided
The Company
Sun Well
Subsidiary
$1,195,992
Note 2

VJP
Sub-subsidiary
491,102
4.02

EMCH
Subsidiary
214,587
Note 2
EMCH
Yongxing Multimedia
Sub-subsidiary
250,090
Note 2
Zhong Jia
Asia 1 Entertainment
Sister companies
217,000
Note 2
$ -
-
$ -
$ -
256,242
-
256,242
1,278
-
-
-
-
-
-
-
-
-
-
-
-

Note 1: Please enter respectively according to trade receivable from related parties, notes receivables, other receivables, etc.

Note 2: It is other receivables arising from funds lent, so it is not applicable.

Table 7 Page 1

  • 199 -

TABLE 8

CMC Magnetics Corporation and Its Subsidiaries

Business Relations and Important Transactions Between Parent Company and Subsidiaries and Among Subsidiaries and Amounts For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

No. (Note 1)
Company
Counterparty
0
The Company
Yongxing Multimedia








EMC H


Sun Well


VJP





VUS





VGmbH





VHK
1
EMC H
Yongxing Multimedia
2
Zhong Jia
Asia 1 Entertainment
3
VHK
Yongxing Multimedia


Nature of Relationship (Note 2)
1
1
1
1
1
1
1
1
1
1
1
1
1
3
3
3
General Ledger Account
Purchase
Sale
Trade receivable
Other receivables
Other receivables
Sale
Trade receivable
Sale
Trade receivable
Sale
Trade receivable
Sale
Other receivables
Other receivables
Sale
Trade receivable
Transaction Details
Amount (Note 7)
Transaction Conditions
$118,425
Note 5
173,692
Note 4
86,387
Note 4
214,587
Note 6
1,195,992
Note 6
987,241
Note 4
491,102
Note 4
457,972
Note 4
78,469
Note 4
342,493
Note 4
57,310
Note 4
66,188
Note 4
250,090
Note 6
217,000
Note 6
134,033
Note 4
91,280
Note 4
Proportion to Total
Consolidated Revenue or
Proportion to Total
Consolidated Revenue or
Assets (Note 3)
1.26%
1.85%
0.35%
0.87%
4.82%
10.50%
1.98%
4.87%
0.32%
3.64%
0.23%
0.70%
1.01%
0.87%
1.43%
0.37%

Note 1: The information on transactions between the parent company and its subsidiaries shall be indicated in the No. column as follows:

  • (1) The parent company is coded “0”.

(2) The subsidiaries are coded sequentially beginning from “1” by each individual company.

Note 2: There are three types of relationships with the company. Just enter the code:

  • (1) Parent to subsidiary

(2) Subsidiary to parent

  • (3) Between subsidiaries

  • Note 3: Regarding the proportion of transaction amount to the total consolidated revenue or assets, if it is recognized in the balance sheet account, it is shown with the ending balance as a percentage of the total consolidated assets; if it is in the profit or loss account, it is shown with the cumulative amount throughout the period as a percentage of the total consolidated revenue.

Note 4: The Company's transaction price for related parties is equivalent to that for non-related parties; the payment term for overseas subsidiaries and sub-subsidiaries is 60 to 120 days after the arrival of goods. The payment term for general overseas customers is 30 to 120 days after the arrival of goods, and for general domestic customers, it is open account (O/A) with net 90 to 120 days.

  • Note 5: The Company does not have the same type of company for comparison in terms of the purchases from Yongxing Multimedia. In addition to the payment terms of Yongxing Multimedia, which is O/A with net 90 days, the payments to other related parties is all O/A with net 90 days.

Note 6: It refers to receivable for funds lent and advance payment receivable.

Note 7: Individual amounts less than NT$50,000 will not be disclosed, and the transactions between both parties will no longer be disclosed.

Table 8 Page 1

  • 200 -

TABLE 9

CMC Magnetics Corporation and Its Subsidiaries

Information on Name and Location of Investees (Excluding Investees in Mainland China) For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Investor
Name of

Location
Principal Business
Original Investment Cost
Shares Held at the End of Period
End of Current Period
End of Last Year
Number of Shares
Percentage

Carrying amount
Profit or Loss on



Investment Gains or




Remarks
~~I~~
~~(%)~~
~~I~~
~~(N~~
~~2(2))~~
~~L~~
~~R~~
~~i~~
~~d~~
The
C
EMCH
Cayman
I l
d
Professional
investment
$ 10,453,855
$ 10,453,855
61,527
100.00
$ 3,605,849
$290,276
$396,279
Subsidiary of
h C

CIA
Cayman
I l
d
Professional
investment
872,018
872,018
29,688,245
86.35
408,452
( 10,277)
( 8,874)


Zhong Jia
Taiwan
Investment
in
various
d
ti
b
i
180,421
180,421
261,595,273
100.00
3,457,629
( 59,216)
( 2,828)


CMC Movie
Taiwan
Motion picture distribution
1,297,918
1,297,918
35,000,000
100.00
173,381
( 7,371)
( 7,371)


Asia
1
E t t i
Taiwan
Film
distribution,
video
t
d
ti
d
856,125
856,125
11,868,528
93.59
( 246,401)
( 10,763)
( 10,073)


Benmeng
Taiwan
Dyeing and finishing of
l th
i
-
1,709,291
-
-
-
-
( 834)
Note 4

CMC
E t t i
Taiwan
Film
production
and
di t ib ti
i d
t
714,888
714,888
66,400,000
100.00
50,754
7,932
7,932
Subsidiary of
th C

Transtouch
Taiwan
Production and sales of
t
h
l
d
th
515,768
515,768
15,353,223
52.60
376,723
( 32,645)
( 16,047)


Sun Well
Taiwan
Production and sales of
thi
fil
l
ll
3,516,412
3,516,412
154,991,112
98.82
( 848,093)
( 74,565)
( 73,685)


Sun Q
Taiwan
Production and sales of
t lli
ili
l
664,676
664,676
64,052,000
58.20
( 22,310)
( 1,806)
( 1,051)


Deltamac
Taiwan
Sales of audio-visual CD
d
t
377,635
377,635
14,892,015
38.91
176,181
2,428
66


CMC
E t t i
Taiwan
Shopping mall business
260,000
220,000
13,300,000
100.00
97,022
( 35,595)
( 35,595)

EMCH
F5
U.S.
Professional
investment
3,704,046
2,346,049
23,464
100.00
1,456,356
( 38,442)
-
Sub-subsidiary
f th

MFLLC
U.S.
Professional
investment
1,283,980
1,283,980
-
100.00
360,576
( 69,213)
-


Jet-Thai
Thailand
Production and sales of
ti
l di
4,207,638
4,207,638
49,200,416
100.00
559,684
215,506
-

Table 9 Page 1

  • 201 -
Investor
Name of
~~It~~
Location
Principal Business
Original Investment Cost
Shares Held at the End of Period
End of Current Period
End of Last Year
Number of Shares
Percentage
~~%~~
Carrying amount
Profit or Loss on Investee
~~Nt 22~~
Investment Gains or
~~L Rid~~
Remarks
~~nvesee~~
~~()~~
~~(oe ())~~
~~osses ecognze~~
EMCH
VJP
Japan
Trading of storage media and
electronic products
$16,368
$2,476
5,900
100
$29,347
$13,901
-
Sub-subsidiary
of the

VUS
U.S.
Trading of storage media and
electronic products
-
1,418,407
-
-
-
-
-


VAU
Australia
Trading of storage media and
electronic products
411,105
411,105
100,000
100
374,806
43,456
-


VGmbH
Germany
Trading of storage media and
electronic products
731,912
731,912
-
100
822,380
67,992
-


VHK
Hong Kong
Trading of storage media and
electronic products
136,683
52,383
1,170,500
100
130,368
( 3,386)
-


Others
Others
-
-
-
-
( 7,742)
-
-
Note 3
F5
HOTAN
U.S.
Trading of electronic products,
including floppy discs and optical
discs
406,287
466,697
14,990,000
100
109,879
( 45,360)
-
Subsidiary of
F5

VUS
U.S.
Trading of storage media and
electronic products
1,418,407
-
-
100
1,337,446
8,857
-

CIA
SuperNet
British Virgin
Islands
Professional investment company
577,337
577,337
5,720,085
100
425,785
( 8,420)
-
Sub-subsidiary
of the

Others
Others
-
-
-
-
78,516
-
-
Note 3
Zhong Jia
CIA
Cayman IslandsProfessional investment company
111,185
111,185
4,692,049
13.65
95,870
( 10,277)
-
Subsidiary of
the Company

Benmeng
Taiwan
Dyeing and finishing of cloth,
weaving, processing, and trading
of various textiles, as well as
-
483,606
-
-
-
-
-
Note 4

Vie
Show
Cinemas
Taiwan
Operation and management of
cinemas,
restaurants,
and
amusement parks
14,090
14,090
23,970,000
29.96
299,180
( 210,861)
-
Subsidiary of
the Company
Investee
measured

Others
Others
-
-
-
-
50,815
-
-
Note 3

Note 1 If a public company has a foreign holding company and the consolidated financial report is the main financial report according to local laws and regulations, the disclosure of information about the foreign investee may only include the relevant information of the holding company.

Note 2: In cases other than those described in Note 1, the following information shall be provided:

  • (1) "Name of Investee", "Location", "Principal Business", "Original Investment Cost", and "Holdings, End of Period" shall be entered in order according to the investment situation of the (public) Company and the status of investment by each investee directly or indirectly controlled, and the relationship between each investee and the (public) Company shall be indicated in the Remarks column (e.g., a subsidiary or a sub-subsidiary).

  • (2) In the column "Profit or Loss on Investee", the current profit and loss on each investee shall be entered.

  • (3) In the column "Investment Gains or Losses Recognized for Current Period", only the profit and loss on each investee directly invested by the (public) Company and each investee measured under the equity method recognized by the Company shall be entered, and the rest of the investees are exempted from disclosed in this regard. Where the "gains and losses on subsidiaries that are invested directly are recognized for the current period," it shall be confirmed that the gains and losses on the subsidiaries have included their investment gains and losses that shall be recognized in accordance with the regulations.

Note 3: The Company did not directly recognize investment gains and losses.

  • Note 4: On March 4, 2020, the Company's board of directors resolved to sell the equity of the company, and the settlement was completed on March 5, 2020, and, thus lost control over the company. Therefore, it was no longer a subsidiary of the Group on December 31, 2020.

Table 9 Page 2

  • 202 -

TABLE 10

CMC Magnetics Corporation and Its Subsidiaries

Information on Investments in Mainland China - Basic Information For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Name of
Principal
Paid-in Capital
Investment
Accumulated
Amount of Investment Remitted
Remitted to Mainland China Remitted back to Taiwan
Accumulated
Current Profit or
The
Investment
Carrying
Accumulated
Remarks
Jiangsu
Production
$1,345,476
2
$1,345,476 $-
$-
1,345,476
($ 82,930)
97 ( $80,442)
$378,954 $-
Note 2(2)B
Jiangsu
Production
777,852
2
777,852-
-
777,852
( 7,680)
100 ( 7,680)
119,023-
Note 2(2)B
Nantong
Production
35,678
2
35,678-
-
35,678 ( 14)
49
( 7)
7,891-
Note 2(2)B
Sun
R&D
and
14,786
2
14,786-
-
14,786
1,686
50
843 ( 21,833)-
Note 2(2)B
Company
Accumulated Outward
Investment Amount
Limit on Investment Amount
CMC
$3,139,894
$3,708,536
$11,592,991
  • Note 1: There are three types of methods for investment in mainland China. Just enter the code:

  • (1). Direct investment in mainland China

  • (2). Indirect investment in mainland China through third-region companies: Investment in companies in mainland China through EMCH.

  • (3). Other methods

  • Note 2: Investment gains (losses) recognized for the current period:

  • (1) If there is no investment gains (losses) recognized due to the investment still being in the development stage, it shall be indicated.

  • (2) The investment gains (losses) are recognized based on the three following methods, which shall be indicated:

    • A. The financial statements certified by international accounting firms that has partnership with CPAs of Republic of China.

    • B. The financial statements that have been audited by the parent company's CPAs in Taiwan.

    • C. Others

  • Note 3: The numbers related to this table shall be presented in NTD.

Note 4: Individual companies that have been liquidated will not be disclosed.

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Table 10 Page 1

  • 203 -

TABLE 11

CMC Magnetics Corporation and Its Subsidiaries

Information on major shareholders December 31, 2020

Name of Major Shareholder Shares
Number of Shares Held
Shareholding Percentage
Wong, Ming-Sen 91,978,038
7.93

Note 1: The major shareholders in this table are shareholders holding more than 5% of the ordinary and preference shares (including treasury stocks) that have completed delivery of non-physical registration on the last business day of each quarter calculated by the Taiwan Depository & Clearing Corporation.

However, share capital recorded in the Company's financial statements and the number of shares actually delivered by the Company with the dematerialized registration completed may differ due to different calculation bases.

  • Note 2: If the information above is for the shares entrusted by shareholders to a trust, the aforesaid information shall be disclosed by the individual trust account opened by the trustees. For information on shareholders, who declare to be insiders holding more than 10% of shares in accordance with the Securities and Exchange Act, and their shareholdings include their shareholdings plus the shares entrusted to the trust and with the right to make decisions on trust property, please refer to MOPS.

Table 11 Page 1

  • 204 -

  • V. A Parent Company Only Financial Statement for the Most Recent Fiscal Year, Certified by CPAs

Independent Auditors' Report

(2021) Order Cai-Shen-Pao No. 20004289

To CMC Magnetics Corporation,

Audit Opinion

We have reviewed the accompanying parent company alone balance sheets of CMC Magnetics Corporation (the “Company”) for the years ended December 31, 2020 and 2019 and the relevant parent company alone statements of comprehensive income, changes in equity and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies “(collectively referred to as the parent company only financial statements)”.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019 and for the years then ended, and its standalone financial performance and its standalone cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers based on our audit results and the audit reports of other certified public accountants (CPAs)(refer to the section of “Other matters”).

Basis for Audit Opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China for 2020, while in compliance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants, FSC Letter Jin-Guan-Zheng-Shen No. 1090360805 dated February 25, 2020, and the auditing standards generally accepted in the Republic of China for 2019. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of this report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our auditing results and other independent auditors' reports, we believe that we have obtained sufficient and appropriate audit evidence to serve as the basis for our opinion.

Key Audit Matters

Key audit matters refer to the most vital matters in our audit of the parent company only financial statements of the Company for the year ended December 31, 2020 based on our professional judgment. Such matters have been dealt with in the course of auditing and compiling the parent company only financial statements and in the preparation of our audit opinion. As such, we do not respond to each key matter individually.

  • 205 -

Key audit matters of the parent company only financial statements of the Company for the year ended December 31, 2020 are stated as follows

Accounting estimation of inventory valuation

Description

Refer to Note 4(12) to the parent company only financial statements for accounting policies regarding inventory valuation; Note 5(2) for uncertainty of accounting estimates and assumptions regarding inventory valuation; and Note 6(6) for details of inventory accounting titles.

The Company mainly manufactures and sells optical discs. Due to frequent market price fluctuations in such inventories, there is a higher risk of inventory valuation losses. Since the monetary amount of Company's inventory is significant and there are many items that require manual judgment of obsolescence of inventories, we have listed the estimate of the Company's allowance for inventory valuation losses as one of the key audit matters for the current year.

Corresponding audit procedures

This matter covers the Company and some of its subsidiaries (investments accounted for using the equity method). Our major audit procedures executed are as follows:

  1. Assess the policy adopted for its allowance for valuation loss on its inventories based on the understanding of the Company's operations and the nature of the industry.

  2. Test whether the basis for the net realizable value is consistent with the policies set by the Company, and randomly inspect the correctness of the selling prices of individual inventory part numbers and the way the net realized value is calculated.

  3. Acquire obsolete inventory details that have been identified and approved by the management, inspect the relevant information and verify it based on the records in the account.

Evaluation of impairment of property, plant and equipment

Description

For the accounting policies for impairment of property, plant and equipment and non-financial assets, please refer to Notes 4(14) and 4(19) of the parent company only financial statements; for the uncertainty of accounting estimates and assumptions for impairment of property, plant and equipment, please refer to Note 5(2) of the parent company only financial statements; for the description of impairment accounting items of property, plant and equipment and non-financial assets, please refer to Notes 6(8) and 6 (11) of the parent company only financial statements.

The Company estimates the recoverable amount of property, plant and equipment based on value in use, which serves as the basis for impairment assessment. Since the value-in-use evaluation process involves the judgment of the management, any changes in economic conditions or changes in the Company’s strategy may cause impairment in the future. Therefore, we have listed the impairment

  • 206 -

assessment of the Company’s property, plant and equipment as one of the key audit items for the current year.

Corresponding audit procedures

This matter covers the Company and some of its subsidiaries (investments accounted for using the equity method). Our major audit procedures executed are as follows:

  1. Recalculate relevant amounts to check the correctness of the management's relevant calculations of the recoverable amount of assets with signs of impairment at the balance sheet date.

  2. Understand and evaluate whether the Company’s asset impairment assessment procedures and accounting policies are consistent with accounting principles and adopted consistently, including methods used by management to determine the recoverable amount of individual assets.

  3. Obtain the evaluation information used by the management to determine the recoverable amount based on the asset usage model and industry characteristics, evaluate and determine the reasonableness of the independent cash flow of the asset group, the useful life of the asset, and the possible future income and expenses.

Other Matters – Audits by other CPAs

The financial statements of some of the subsidiaries and investees under the equity method that are included in the parent company only financial statements of the Company were not audited by us but by other CPAs. Therefore, the opinions issued by us regarding the amounts listed in such subsidiary financial reports from the parent company only financial statements mentioned above are based on the audit report from other CPAs. The amount of investment in the aforementioned companies using the equity method as of December 31, 2020 and 2019 was NT$2,020,878 thousand and NT$2,954,517 thousand, respectively, accounting for 8.62% and 12.24% of total assets, respectively. For the year ended December 31, 2020 and 2019, the comprehensive income recognized for the aforementioned companies was NT$64,122 thousand and NT$(1,914,014) thousand, respectively, accounting for (143.97%) and (745.99%) of the total comprehensive income, respectively.

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

The responsibilities of the management are to prepare the parent company only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and to maintain necessary internal control associated with the preparation in order to ensure that the financial statements are free from material misstatement arising from fraud or error.

In preparing the parent company only financial statements, the management is responsible for assessing the ability of the Company in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease the operations without other viable alternatives.

  • 207 -

The governance bodies of the Company (including the Audit Committee) are responsible for supervising the financial reporting process.

Auditor's responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance on whether the parent company only financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. Reasonable assurance is a high-level 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 may be caused by fraud or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the parent company only financial statements, they are considered material.

We have utilized our professional judgment and maintained professional doubt when performing the audit work in accordance with the auditing standards generally accepted in the Republic of China. We have also performed the following tasks:

  1. Identify and assess the risks of material misstatement arising from fraud or error within the parent company only financial statements; design and execute appropriate countermeasures in response to said risks, and obtain sufficient and appropriate audit evidence to provide a basis for our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.

  2. Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

  3. Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.

  4. Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists for said events or conditions, we shall remind users of the parent company only financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions is based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure, and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements adequately present the relevant transactions and events.

  6. 208 -

  7. Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Company, to express an opinion on the parent company only financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Company.

The matters communicated between us and the governance bodies include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).

We also provided governance bodies with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).

From the matters communicated with the governance bodies, we determined the key audit matters for the audit of the Company's parent company only financial statements for the year ended December 31, 2020. We describe these matters in our audit 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.

PricewaterhouseCoopers Taiwan

Yu, Shu-Fen

CPA

Chang, Shu-chiung

Financial Supervisory Commission

Approval No.: Jin-Guan-Zheng-Shen No. 1030027246 Former Financial Supervisory Commission, Executive Yuan, Approval No.: Jin-Guan-Zheng-Shen No. 0990042602

March 31, 2021

  • 209 -

CMC Magnetics Corporation

Parent Company Only Balance Sheet For the Years Ended December 31, 2020 and 2019 Unit: NT$ thousands

Assets Notes
6(1)

6(2)
8
6(4)
7
6(4)(5)
7
6(5)
7
6(6)

6(2) and 8

6(3) and 7

6(7), 7, and 8
6(8)(11), 7, and 8
6(9)
6(10) and 8
7
6(26)
6(12) and 7
December 31, 2020
Amount
%
$ 759,771
3
3,303,756
14
2,400
-
242
-
-
-
392,301
2
763,224
3
166,492
1
1,416,015
6
1,140,733
5
47,117
-
7,992,051
34
1,304,456
6
47,441
-
8,345,991
36
4,235,057
18
11,841
-
759,485
3
93,161
-
217,821
1
432,449
2
15,447,702
66
$ 23,439,753
100
December 31, 2019 December 31, 2019
Amount
$ 759,771
3,303,756
2,400
242
-
392,301
763,224
166,492
1,416,015
1,140,733
47,117
7,992,051
1,304,456
47,441
8,345,991
4,235,057
11,841
759,485
93,161
217,821
432,449
15,447,702
$ 23,439,753
Amount
$ 1,101,394
3,267,508
8,400
1,094
4,330
935,139
275,234
154,109
1,879,346
1,147,662
93,233
8,867,449
365,000
32,160
8,642,496
4,840,399
22,265
531,472
105,379
248,585
475,301
15,263,057
$ 24,130,506
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1136
Financial assets at amortized cost -
current
1150
Notes receivable, net
1160
Notes receivable - related parties, net
1170
Net trade receivables
1180
Trade receivables - related parties, net
1200
Other receivables
1210
Other receivables from related parties
130X
Inventories
1479
Other current assets - others
11XX
Total current assets
Non-current assets
1510
Financial assets at fair value through
profit or loss - non-current
1517
Financial assets at fair value through
other
comprehensive
income
-
non-current
1550
Investments accounted for using the
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment properties, net
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
5
13
-
-
-
4
1
1
8
5
-
37
2
-
36
20
-
2
-
1
2
63
100

(Continued on the next page)

  • 210 -
Liabilities and equity Notes
6(13)
6(20)
7
7

6(14) and 8
6(14) and 8
6(26)
6(7)(15)
6(16)
6(17)
6(18)
6(19)


6(14), 7, and 9

11
December 31, 2020
Amount
%
110,341
1
53,173
-
86,349
-
342,211
2
7,365
-
415,098
2
25,591
-
9,957
-
541,000
2
15,027
-
1,606,112
7
1,589,000
7
21,397
-
1,977
-
1,244,692
5
2,857,066
12
4,463,178
19
11,588,812
50
7,642,963
32
21,379
-
129,554
1
406,133
2
18,976,575
81
23,439,753
100
December 31, 2019 December 31, 2019
Amount
110,341
53,173
86,349
342,211
7,365
415,098
25,591
9,957
541,000
15,027
1,606,112
1,589,000
21,397
1,977
1,244,692
2,857,066
4,463,178
11,588,812
7,642,963
21,379
129,554
406,133
18,976,575
23,439,753
Amount
150,000
77,431
321,338
205,175
7,749
300,556
89,087
11,686
875,460
35,369
2,073,851
1,485,000
21,954
10,638
1,312,521
2,830,113
4,903,964
11,588,812
7,700,295
-
213,793
276,358
19,226,542
24,130,506
%
Current liabilities
2100
Short-term borrowings
2130
Contract liabilities – current
2150
Notes payable
2170
Trade payables
2180
Trade payables - related parties
2200
Other payables
2220
Other receivables - related parties
2280
Lease liabilities - current
2320
Long-term liabilities due within one
year or one operating cycle
2399
Other current liabilities - others
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3350
Retained earnings
Other equity
3400
Other equity
3XXX
Total equity
Significant contingent liabilities and
unrecognized
contractual
commitments
Material events after the balance sheet
date
3X2X
Total liabilities and equity
1
-
1
1
-
1
-
-
4
-
8
6
-
-
6
12
20
48
32
-
1
1
80
100

The notes attached are part of the Parent Company Only Financial Statements, and shall be read together.

Chairman: Wong, Ming-Sen

Manager: Wong, Ming-Sen

Accounting Manager: Pi-yin Yang

  • 211 -

CMC Magnetics Corporation

Parent Company Only Statement of Comprehensive Income For the Years Ended December 31, 2020 and 2019 Unit: NT$ thousands, except for earnings per share

2020 2019
Items Notes Amount % Amount %
4000 Operating revenue 6(20) and 7 $ 3,935,194 100 $ 5,504,373 100
5000 Operating costs 6(6)(15)(25) and 7 ( 3,286,936)( 83) ( 4,616,614) ( 84)
5900 Gross operating profit 648,258 17 887,759 16
5910 Unrealized (gains) losses on sales ( 108,828 ) ( 3 ) 2,780 -
5920 Realized losses on sales ( 2,780) - ( 2,022) -
5950 Gross operating profit, net 536,650 14 888,517 16
Operating expenses 6(15)(25)
6100 Selling and marketing expenses ( 234,321 ) ( 6 ) ( 219,728 ) ( 4 )
6200 Administrative expenses ( 130,572 ) ( 3 ) ( 140,471 ) ( 2 )
6300 Research and development expenses ( 219,738 ) ( 6 ) ( 204,830 ) ( 4 )
6450 Expected credit impairment (losses) gains 12(2) ( 72,988)( 2) 5,022 -
6000 Total operating expenses ( 657,619)( 17) ( 560,007) ( 10)
6900 Operating (losses) gains ( 120,969)( 3) 328,510 6
Non-operating income and expenses
7100 Interest revenue 6(21) and 7 27,937 1 24,043 -
7010 Other income 6(22) and 7 212,007 6 115,028 2
7020 Other gains and losses 6(2)(23) ( 183,729 ) ( 5 ) 33,718 1
7050 Finance costs 6(24) ( 41,583 ) ( 1 ) ( 42,992 ) ( 1 )
7070 Share of profit (loss) on subsidiaries,
associates, and joint ventures accounted
for using equity method 247,919 6 ( 219,993) ( 4)
7000 Total non-operating income and expenses 262,551 7 ( 90,196) ( 2)
7900 Net income before tax 141,582 4 238,314 4
7950 Income tax expense 6(26) ( 30,509)( 1) ( 9,609) -
8200 Net profit $ 111,073 3 $ 228,705 4
Other comprehensive income, net
Items that will not be reclassified to
profit or loss
8311 Remeasurement of defined benefit plans 6(15) ( $ 1,843 ) - $ 14,009 -
8316 Unrealized gains (losses) on investments 6(3)(19)
in equity instruments at fair value
through other comprehensive income 17,215 - 11,128 -
8330 Share of other comprehensive income on
subsidiaries,
associates,
and
joint
ventures accounted for using the equity
method – not reclassified to profit or loss ( 45,997 ) ( 1 ) 35,959 1
8349 Income tax related to items that will not 6(26)
be reclassified 241 - ( 3,012) -
8310 Sum of items that will not be reclassified
to profit or loss ( 30,384)( 1) 58,084 1
Items
that
may
be
reclassified
subsequently to profit or loss
8361 Exchange differences on translating the 6(19)
financial statements of foreign operations ( 124,129 ) ( 3 ) ( 10,031 ) -
8380 Share of other comprehensive income on 6(19)
subsidiaries,
associates,
and
joint
ventures accounted for using the equity
method – may be reclassified to profit or
loss ( 1,097) - ( 20,183) -
8360 Sum of items that may be reclassified
subsequently to profit or loss ( 125,226)( 3) ( 30,214) -
8500 Total comprehensive income for current
period ( $ 44,537)( 1) $ 256,575 5
Earnings per share 6(27)
9750 Basic earnings per share $ 0.10 $ 0.20
9850 Diluted earnings per share $ 0.10 $ 0.20

The notes attached are part of the Parent Company Only Financial Statements, and shall be read together. Chairman: Wong, Ming-Sen Manager: Wong, Ming-Sen

Accounting Manager: Pi-yin Yang

  • 212 -

CMC Magnetics Corporation

Parent Company Only Statements of Changes in Equity For the Years Ended December 31, 2020 and 2019 Unit: NT$ thousands

Retained earnings
Notes
Commonstock
Capitalsurplus
Legal
reserve
Unappropriated
earnings (losses to
be compensated)
2019
Balance as of January 1, 2019
$ 17,741,264
$ 7,542,770
$ ( $ 5,671,352 )
Net profit
-

-
-
228,705

Other comprehensive income for
current period
6(19)
-

-
-
12,047

Total comprehensive income for
current period
-

-
-
240,752

Capital reduction to offset losses
6(16)
(
5,671,352 )
-
-
5,671,352

Treasury stock repurchase
6(16)
-
-
-
-
Cancellation of treasury shares
6(16)(17) (
481,100 )
157,093
-
-
Changes in ownership interests in
subsidiaries
6(17)
-
355
-
-
Difference between the equity price
of subsidiary actually acquired or
disposed of and the book value
6(17)
-
77
-
(
23,965 )
Disposal of equity instruments
measured at fair value through
other comprehensive income
6(19)
-

-
-
(
2,994 )
Balance as of December 31, 2019
$ 11,588,812
$ 7,700,295
$ $ 213,793

2020


Balance as of January 1, 2020
$ 11,588,812
$ 7,700,295
$ $ 213,793

Net profit
-

-
-
111,073

Other comprehensive income for
current period
6(19)
-

-
-
(
962 )
Total comprehensive income for
current period
-

-
-
110,111

Appropriation of earnings for 2019: 6(18)


Legal reserve
-
-
21,379 (
21,379 )
Cash dividends
6(17)
-
(
57,944
)
-
(
173,832 )
Changes in ownership interests in
subsidiaries
6(17)
-
612
-
-
Disposal of equity instruments
measured at fair value through
other comprehensive income
6(3)(19)
-
-
-
861
Disposal of subsidiaries
-

-
-
-

Balance as of December 31, 2020
$ 11,588,812
$ 7,642,963
$ 21,
$ 129,554
Notes Commonstock Capitalsurplus Retained earnings Retained earnings Otherequity Equity directly
associated
with
non-current
assets held for
sale
Treasury shares Total
Legal
reserve
Unappropriated
earnings (losses to
be compensated)
Exchange
differences on
translating the
financial statements
of foreign
operations
Unrealized gains or
losses on financial
assets at fair value
through other
comprehensive
income
( $ 115,422 ) ( $ 179,753 )
-

-

(
6,505 )
46,037

(
6,505 )
46,037

-

-

-
-
-
-
-
-
-
-
-

2,994

(
$ 121,927 ) (
$ 130,722 )


(
$ 121,927 ) (
$ 130,722 )
-

-

(
125,226 ) (
29,422 )
(
125,226 ) (
29,422 )


-
-
-
-
-
-
-
(
861 )
2,025

-

(
$ 245,128 ) (
$ 161,005 )
$ ( $ 251,103 )
$ 19,066,404
-

-
228,705
(
23,709
)
-
27,870
(
23,709
)
-
256,575
-

-
-
-
(
72,904 ) (
72,904 )
-
324,007
-
-
-
355
-
-
(
23,888 )
-

-
-
( $ 23, )
$ -
$ 19,226,542

( $ 23, )
$ -
$ 19,226,542
-

-
111,073
-

-
(
155,610 )
-

-
(
44,537 )

-
-
-
-
-
(
231,776 )
-
-
612
-
-
-
23,709

-
25,734
$
$ -
$ 18,976,575

Chairman: Wong, Ming-Sen

The notes attached are part of the Parent Company Only Financial Statements, and shall be read together. Manager: Wong, Ming-Sen Accounting Manager: Pi-yin Yang

  • 213 -

CMC Magnetics Corporation Parent Company Only Statements of Cash Flows For the Years Ended December 31, 2020 and 2019 Unit: NT$ thousands

Cash flows from operating activities
Net income before tax for the period
Adjustments
Adjustments for
Depreciation expenses
Amortization expenses
Depreciation expenses not for self-use (listed in
other gains and losses)
Expected credit impairment losses (gains)
Net losses (gains) on financial assets and liabilities
at fair value through profit and loss
Interest expenses
Interest revenue
Dividend income
Share of profit (loss) on subsidiaries, associates, and
joint ventures accounted for using equity method
Gains on disposal of property, plant and equipment
and other non-current assets
Realized losses between associates
Unrealized gains (losses) between associates
Gains on disposal of investments
Gains on lease modification
Changes in assets/liabilities related to operating
activities
Net changes in operating assets
Financial assets mandatorily at fair value through
profit or loss
Notes receivable (including related and
non-related parties)
Trade receivable (including related and
non-related parties)
Other receivables (including related and
non-related parties)
Inventories
Other current assets
Net changes in operating liabilities
Financial liabilities at fair value through profit or
loss
Contract liabilities
Notes and trade payable (including related and
non-related parties)
Other payables (including related and non-related
parties)
Other current liabilities
Net defined benefit liabilities
Cash outflow from operating activities
Interest received
Dividends received
Interest paid
Income tax paid
Net cash outflow from operating activities
Notes
For the Year
Ended
December 31,
2020
$ 141,582

6(8)(9)(25)
506,824
6(25)
53,155
6(8)(9)(10)(23)
33,835
12(2)
72,988
(
6(2)(23)
47,879
(
6(24)
40,318
6(21)
(
27,937 )
(
6(22)
(
110,445 )
(
(
247,919 )
6(23)
(
1,095 )
(
2,780
108,828
(
6(23)
(
12,531 )
6(9)
(
1 )
(
1,007,708 )
(
5,192
29,925
(
73,181 )
(
6,929
(
46,114
(
(
9,259 )
(
(
24,258 )
(
(
75,178 )
(
103,708
(
(
20,342 )
(
88,440)
(
(
498,237 )
(
27,953
110,397
(
40,635 )
(
(
57)
(
(
400,579)
(
For the Year
Ended
December 31,
2019
$ 238,314
548,552
40,744
20,197

5,022 )

74,679 )
33,710

24,043 )

44,750 )
219,993

2,247 )
2,022

2,780 )
-
-

1,509,319 )
4,445
450,422

56,033 )

223,146 )

31,119 )

3,937 )

16,455 )

548,592 )

86,269 )
4,555
14,402)

1,079,839 )
24,042
45,069

34,772 )
2,350)
1,047,850)

(Continued on the next page)

  • 214 -
Cash flows from investing activities
Decrease (increase) in receivables from financing
provided to related parties
Price of acquisition of financial assets mandatorily at
fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value
through other comprehensive income
Refund from capital reduction related to financial
assets at fair value through other comprehensive
income
Increase in financial assets at amortized cost
Acquisition of investments accounted for using the
equity method
Proceeds from disposal of investments accounted for
using the equity method
Refund from capital reduction related to investments
accounted for using the equity method
Price of acquisition of property, plant and equipment
Proceeds from disposal of property, plant and
equipment and other non-current assets
Acquisition of intangible assets
Increase in refundable deposits
Increase in other non-current assets
Increase in prepayments for equipment (listed in other
non-current assets)
Dividends received
Net cash inflow from investing activities
Cash flows from financing activities
Decrease in short-term borrowings
Decrease in payable for financing provided by related
parties
Increase in long-term notes payable
Long-term borrowings taking place for current period
Repayment of long-term borrowings for current
period
Repayment of principal of lease liabilities
Increase in guarantee deposits received
Cost of repurchase of treasury shares
Cash dividends distributed
Net cash outflow from financing activities
Decrease in cash and cash equivalents for current
period
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Notes
For the Year Ended
December 31,
2020
For the Year
Ended December
31, 2019
$ 476,210
( $ 723,070 )
-
(
4,471 )
7
-
6,222
1,934
9,077
6,000
(
6,000 )
7
(
40,000 )
(
112,200 )
46,697
271
7
-
700,000
6(28)
(
898 )
(
662 )
1,236
2,493
6(28)
(
104,482 )
(
3,844 )
(
479 )
(
801 )
(
16,528 )
(
46,856 )
6(28)
(
102,057 )
(
165,827 )
305,289
2,107,243
572,922
1,761,575
6(29)
(
39,659 )
(
100,000 )
-
(
1,400,000 )
6(29)
200,000
-
6(29)
621,000
1,960,000
6(29)
(
1,051,460 )
(
2,707,940 )
6(9)(29)
(
12,896 )
(
13,265 )
825
-
6(16)
-
(
80,266 )
6(18)
(
231,776)
-
(
513,966)
(
2,341,471)
(
341,623 )
(
1,627,746 )
1,101,394
2,729,140
$ 759,771
$ 1,101,394

The notes attached are part of the Parent Company Only Financial Statements, and shall be read together. Chairman: Wong, Ming-Sen Manager: Wong, Ming-Sen

Accounting Manager: Pi-yin Yang

  • 215 -

CMC Magnetics Corporation

Notes to the parent company only financial statements For the Years Ended December 31, 2020 and 2019

Unit: NT$ thousands (Unless specified otherwise)

1. Company History

CMC Magnetics Corporation (hereinafter referred to as the "Company") was incorporated in the Republic of China. The main business items of the Company are the manufacturing and sale of consumer electronic products, including optical discs. The Company’s shares have been listed on the Taiwan Stock Exchange for trading since February 17, 1992.

2. Date and Procedure for Approval of Financial Statements

The parent company only financial statements were approved by the board of directors on March 25, 2021 for release.

3. Application of New and Amended Standards and Interpretations

a. Effect of the adoption of new issuance of or amendments to International Financial Reporting Standards ("IFRS") as endorsed by the Financial Supervisory Commission ("FSC")

The following table summarizes new, revised, and amended standards and interpretations endorsed by FSC applicable in 2020:

Effective Date New, Revised, and Amended Standards and Interpretations Announced by IASB Amendments to IAS 1 and IAS 8, "Disclosure Initiative - January 1, 2020 Definition of Materiality" Amendment to IFRS 3 - "Definition of a Business" January 1, 2020 Amendments to IFRS 9, IAS 39, and IFRS 7 "Changes in January 1, 2020 Interest Rate Indicators" Amendments to IFRS 16 "Covid-19-Related Rent June 1, 2020 (Note) Concessions" Note: The FSC allows early application on January 1, 2020.

The standards and interpretations above have no significant impact on the Company's financial position and financial performance based on the Company's reasonable assessment.

b. Effect of the new issuance of or amendments to IFRSs as endorsed by the FSC but not yet adopted

The following table summarizes the new, revised, and amended standards and interpretations of IFRSs endorsed by the FSC that are applicable in 2021:

Effective Date New, Revised, and Amended Standards and Interpretations Announced by IASB Amendments to IFRS 4 "Temporary Exemption from January 1, 2021 Applying IFRS 9" Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16 January 1, 2021 - “Interest Rate Benchmark Reform - Phase 2”

The standards and interpretations above have no significant impact on the Company's financial position and financial performance based on the Company's assessment.

  • 216 -

c. Effects of IFRSs issued by IASB but not yet endorsed by the FSC

The following table sets out the criteria and explanations for the new releases, amendments and revisions of the IFRSs that have been published by the IASB but not yet endorsed by the FSC:

dorsed by the FSC:
Effective Date
Announced by
New, Revised, and Amended Standards and Interpretations IASB
Amendments to IFRS 3 "Reference to the Conceptual Framework" January 1, 2022
Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets To
be
between an Investor and its Associate or Joint Venture" determined by
the IASB
Amendments to IFRS 17 "Insurance Contracts" January 1, 2023
Amendments to IFRS 17 “Insurance Contracts” January 1, 2023
Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”
January 1, 2023
Amendments to IAS 1 "'Disclosure of Accounting Policies" January 1, 2023
Amendments to IAS 8 "Definition of Accounting Estimates" January 1, 2023
Amendments to IAS 16 "Property, Plant and Equipment – Proceeds January 1, 2022
before Intended Use"
Amendments to IAS 37 "Onerous Contracts - Cost of Fulfilling a
Contract"
January 1, 2022
Annual Improvements to IFRSs 2018-2020 Cycle January 1, 2022

The Company has assessed that the standards and interpretations above have no significant influence on the Company's financial position and financial performance, except as those indicated below:

  • 1) Amendments to IAS 1 "'Disclosure of Accounting Policies"

The amendments require companies to disclose information about their significant accounting policy information, rather than their significant accounting policies. The amendments clarify how companies can identify significant accounting policy information and examples of assessing if accounting policy information is significant.

  • 2) Amendments to IAS 8 "Definition of Accounting Estimates"

The amendments clarify how companies shall distinguish between changes in accounting policies and changes in accounting estimates. The amendments also make it clear that changes in accounting estimates caused by new information or new developments are not error correction. In addition, the impact of changes in inputs or measurement techniques used to establish accounting estimates is a change in accounting estimates if it is not caused by previous error corrections.

4. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of the parent company only financial statements are set out below. Unless otherwise specified, the policies shall be applicable to all reporting periods presented.

a. Statement of compliance

The parent company only financial statements have been prepared in accordance with the

  • 217 -

Regulations Governing the Preparation of Financial Reports by Securities Issuers.

b. Basis of preparation

  • 1) Except for the following significant items, the parent company only financial statements have been prepared on the historical cost basis:

  • a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • b) Financial assets at fair value through other comprehensive income.

  • c) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  • 2) The preparation of financial statements has been in conformity with IFRSs endorsed by the FSC, requiring the use of certain critical accounting estimates. It also requires the management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.

c. Foreign currency translation

The currency of the main economic environment in which the Company operates (i.e. functional currency) is measured by the Company. The parent company only financial statements are presented in the Company’s functional currency, the New Taiwan dollars.

  • 1) Foreign currency transactions and balances

  • a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

  • b) Balances of monetary assets and liabilities denominated in foreign currencies are adjusted at the spot exchange rates prevailing at the balance sheet date. Exchange gains or losses arising from such adjustments are recognized in profit or loss

  • c) Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value through profit or loss, are translated at the exchange rates prevailing at the balance sheet date, where their translation differences are recognized in profit or loss as part of the fair value gain or loss. Non-monetary assets and liabilities denominated in foreign currencies measured at fair value through other comprehensive income are translated at the exchange rates prevailing at the balance sheet date, where their translation differences are recognized in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the initial transaction dates.

  • d) All other foreign exchange gains or losses based on the nature of the transactions are presented in the statement of comprehensive income in the category of "other gains and losses."

  • 2) Translation of foreign operations

  • a) The operating results and financial positions of all the Group's entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • 218 -

     - i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
    
     - ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of the period; and
    
     - iii. All resulting exchange differences are recognized in other comprehensive income.
    
    • b) When the foreign entity partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. However, when the Company retains partial interest in the associate, after losing significant influence over the former foreign associate, such a transaction shall be accounted for as disposal of all interests in the foreign operation.

    • c) When the foreign operation that is partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interests of the foreign operation. However, if the Company still retains partial interests in the former foreign subsidiary after losing control of the former foreign subsidiary, such a transaction shall be accounted for as disposal of all interest in the foreign operation.

    • d) Goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rates at balance sheet date.

  • d. Classification of Current and Non-current Assets and Liabilities

  • 1) Assets that meet one of the following criteria are classified as current assets:

    • a) Assets that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle.

    • b) Assets held primarily for the purpose of trading.

    • c) Assets that are expected to be realized within twelve months from the balance sheet date.

    • d) Cash or cash equivalents, excluding assets restricted from being exchanged or used to settle a liability for at least 12 months after the balance sheet date.

The Company classifies assets not meeting the aforesaid criteria into non-current assets.

  • 2) Liabilities that meet one of the following criteria are classified as current liabilities:

  • a) Liabilities that are expected to be settled within the normal operating cycle.

  • b) Assets held primarily for the purpose of trading.

  • c) Liabilities that are expected to be settled within 12 months after the balance sheet date.

  • d) Liabilities with a repayment deadline that cannot be unconditionally deferred for at least 12 months after the balance sheet date. 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.

The Company classifies liabilities not meeting the aforesaid criteria into non-current liabilities.

  • 219 -

e. Cash equivalents

Cash equivalents refer to investments that are short-term, highly liquid, subject to a low risk of changes in value, and readily convertible to a known amount of cash. Time deposits satisfying the afore-mentioned definition and for which the objective of holding is to meet the short-term operating cash commitment are classified as the cash equivalent.

f. Financial assets at fair value through profit or loss (FVTPL)

  • 1) Financial assets that are not measured at amortized cost or at fair value through other comprehensive income (FVTOCI).

  • 2) Regular way purchases and sales of financial assets at FVTPL are accounted for on the trade date.

  • 3) The Company's initial recognition is on a fair value basis, with relevant transaction costs recognized in profit or loss, and subsequently to fair value, and gains or losses are recognized in profit or loss.

  • 4) When the right to receive dividends is established, the future economic benefits related to dividends may flow to the Company, and when the amount of dividends can be reliably measured, the Company recognizes dividend income in profit or loss.

g. Financial assets at FVTOCI

  • 1) Refers to the irrevocable election made at initial recognition that allows the Company to present fair value changes of equity investment not held for trading in other comprehensive income; or debt investment that meets all the criteria simultaneously:

  • a) The objective of the Company’s business model is achieved both by collecting contractual cash flows and selling financial assets.

  • b) The contract terms of the financial asset generate cash flow on a specific date, which is entirely the interest on the payment of the principal and the amount of principal outstanding.

  • 2) The Company's financial assets measured at FVTOCI in accordance with trading conventions, are accounted for on the trade date.

  • 3) At initial recognition, the Company measures the financial assets at fair value plus transaction costs, and subsequently measures the financial assets at fair value:

  • a) Any changes in the fair value of equity instruments are recognized in other comprehensive income, while subsequently accrued benefits or losses previously recognized in other comprehensive income are not then reclassified to profit or loss, but are transferred to retained earnings. The Company recognizes the dividend income in profit or loss when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.

  • b) The changes in fair value of debt instruments are recognized in other comprehensive income. Before derecognition, impairment loss, interest revenue, and gain or loss on foreign exchange are recognized in profit or loss. Upon derecognition, the accumulated gains or losses previously recognized in other comprehensive income are reclassified from equity to profit or loss.

  • 220 -

h. Financial assets at amortized cost

  • 1) Financial assets at amortized cost are those that meet all of the following criteria:

  • a) The objective of the Company's business model is achieved by collecting contractual cash flows.

  • b) The contract terms of the financial asset generate cash flow on a specific date, which is entirely the interest on the payment of the principal and the amount of principal outstanding.

  • 2) The Company accounts for financial assets measured at amortized cost, which are in line with trade practices on the trade day.

  • 3) At initial recognition, the Company measures the financial assets at fair value plus transaction costs, and subsequently adopts the effective interest method to recognize said assets as interest revenue and as impairment loss during the outstanding period according to the amortization procedure. During derecognition, the gains or losses are recognized in the profit or loss.

  • 4) The Company’s time deposits which do not meet the condition of cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.

i. Trade receivable and notes receivable

  • 1) Trade receivable and notes receivable are accounts and notes of which the contractual right to consideration for goods sold or services rendered is unconditional.

  • 2) These include interest-free short-term trade and notes receivables, where the effect of discounting is not material, and the Company measures the receivable by the original invoice amount.

  • 3) The Company’s operating pattern of trade receivable that are expected to be factored is for the purpose of selling, and the trade receivable are subsequently measured at fair value, with any changes in fair value, recognized in profit or loss.

j. Impairment of financial assets

The Company, at each balance sheet date, considers all reasonable and corroborative information (including forward-looking one) based on the trade receivable that contains significant financial components. For those with no significant increase in credit risk since initial recognition, the loss allowance is measured at 12-month expected credit losses; for those with a significant increase in credit risk since initial recognition, the loss allowance is measured at the lifetime expected credit losses. For trade receivable that does not contain significant financial components, the loss allowance is measured at the lifetime expected credit losses.

k. Derecognition of financial assets

The Company derecognizes a financial asset when one of the following conditions is met:

  • 1) The contractual rights to receive the cash flows from the financial asset expire.

  • 2) The contractual rights to receive cash flows of the financial asset have been transferred, and substantially all risks and rewards of ownership of the financial asset have been transferred.

  • 3) The contractual rights to receive cash flows of the financial asset have been transferred; and the control over the financial asset has not been retained.

  • 221 -

l. Inventories

Inventories are measured at cost and net realizable value, whichever is lower. The cost is calculated by the moving average method. The cost of finished goods and work-in-process comprises raw materials, direct labor, other direct costs, and relevant production overheads (allocated based on normal operating capacity) without including borrowing costs.

The item by item approach is employed when evaluating the lower of costs and net realizable value. Net realizable value is the balance of estimated selling price in the ordinary course of business less the estimated cost of completion and applicable variable selling expenses.

m. Investments accounted for using the equity method/subsidiaries and associates

  • 1) A subsidiary refers to an entity under the control of the Company. When the Company is exposed to variable returns from the participation in the entity or is entitled to said variable returns, and has the ability to affect such returns through its power over the entity, the Company controls the entity.

  • 2) Unrealized gains and losses between the Company and its subsidiaries have been eliminated. The accounting policies of the subsidiaries have been adjusted as necessary and are consistent with the policies adopted by the Company.

  • 3) The Company’s share of profit or loss on subsidiaries after acquisition is recognized in profit or loss, whereas its share of other comprehensive income on subsidiaries after acquisition is recognized in other comprehensive income. When the share of loss from a subsidiary exceeds the Company's interests in that subsidiary, the Company continues to recognize the loss in proportion to its ownership percentage.

  • 4) If the change in the ownership of a subsidiary does not result in the loss of control (transaction with non-controlling interests), it is treated as an equity transaction, that is, transactions with owners in their capacity as owners. The difference between the adjustment amount of non-controlling interests and the fair value of the consideration paid or received is directly recognized as equity.

  • 5) When the Company loses control over a subsidiary, the retained investment in such former subsidiary is remeasured, and the remeasurement is regarded as the fair value of a financial asset on initial recognition, or as the cost of an investment in an associate or joint venture on initial recognition. Difference between fair value and carrying amount is recognized in profit or loss. For all amounts previously recognized in other comprehensive income related to said subsidiary, the accounting treatment is on the same basis as if the Group directly disposes of the relevant assets or liabilities, that is, the gains or losses previously recognized in other comprehensive income will be reclassified to profit or loss when the relevant assets or liabilities are disposed of, so when the control over the subsidiary is lost, the gains or losses will be reclassified from equity to profit or loss.

  • 6) Associates are all entities over which the Company has significant influence without control. In general, it is an entity, in which at least 20% of its voting shares are directly or indirectly held by the Company. Investments in associates are accounted for using the equity method and are initially recognized at cost.

  • 7) The Company's share of profit or loss on its associates after acquisition is recognized in profit or loss, and its share of other comprehensive income after acquisition is recognized in other comprehensive income. When the Company's share of losses on an associate equals or exceeds its interest in the associate (including any other unsecured receivables), the Company does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • 222 -

  • 8) When changes in an associate's equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Company's ownership percentage of the associate, the Company recognizes the change in ownership interests in the associate in "capital surplus" in proportion to its ownership.

  • 9) Unrealized gains or losses on transactions between the Company and its associates are eliminated in proportion to the Company's interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The accounting policies of associates have been adjusted as necessary, and are consistent with the policies adopted by the Company.

  • 10) Where an associate issues new shares and the Company fails to subscribe for or acquire new shares proportionately, which results in a change in the Company's ownership percentage of the associate but still maintains significant influence on the associate, the "capital surplus" and "investments accounted for using the equity method" shall be adjusted for the increase or decrease in the net value of the equity. Where its investment proportion decreases, in addition to the adjustments above, the profit or loss previously recognized in other comprehensive income due to decrease in its ownership interest and the profit or loss to be reclassified to profit or loss during the disposal of assets or liabilities shall be reclassified to profit or loss based on the proportion of decrease.

  • 11) Upon loss of significant influence over an associate, the Company shall remeasure the remaining investment retained in the former associate at its fair value. Any difference between the fair value and the carrying amount is recognized in profit or loss for the period.

  • 12) When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of by the Company directly. That is, if the gains or losses previously recognized in other comprehensive income will be reclassified to profit or loss when the relevant assets or liabilities are disposed of, when the loss has a significant impact on the associate, the gains or losses are reclassified from equity to profit or loss. If it retains significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • 13) When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, said amounts are transferred to profit or loss in proportion to the percentage of disposal.

  • 14) In accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the current profit or loss and other comprehensive income in the parent company only financial statements shall be the same as those attributable to the owners of the parent company in the financial statements prepared on a consolidated basis. The owners’ equity in the parent company only financial statements shall be the same as the equity attributable to owners of the parent company in the financial statements prepared on a consolidated basis.

  • 223 -

n. Property, plant and equipment

  • 1) Property, plant, and equipment are initially recognized in cost. Borrowing costs incurred during the construction period are capitalized.

  • 2) Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the part replaced shall be derecognized. All other amount of repairs and maintenance are recognized as profit or loss during the financial period in which they are incurred.

  • 3) Except for land which is not depreciated, other property, plant, and equipment are subsequently measured using the cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. If the components of property, plant and equipment are significant, they shall be separately depreciated.

  • 4) The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets' residual values and useful lives differ from previous estimates or the patterns of consumption of the assets' future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8 "Accounting Policies, Changes in Accounting Estimates, and Errors," from the date of the change. Useful lives of property, plant and equipment are as follows:

Buildings and structures 2–50 years Machinery and equipment 2–11 years Others 2–7 years

o. Lease transactions with lessees—right-of-use assets / lease liabilities

  • 1) Leased assets are recognized as right-of-use assets and lease liabilities on the date when they are available for use by the Company. When the lease contract is a short-term lease or lease of a low-value asset, the lease payments are recognized as an expense on a straight-line basis over the lease term.

  • 2) When the lease contract is a short-term lease or lease of a low-value asset, the lease payments are recognized as an expense on a straight-line basis over the lease term. The lease liability is measured at amortized cost using the effective interest method subsequently, and the interest expense is recognized during the lease period. When a non-contractual modification causes a change in the lease term or lease payment, the lease liability will be reassessed and remeasured to adjust the right-of-use asset.

  • 3) The right-of-use asset is recognized at cost at the lease commencement date. The cost comprises:

  • a) The originally measured amount of lease liabilities; and

  • b) Lease payments made at or before the commencement of the lease;

  • c) Any original direct costs incurred; and

  • d) The estimated cost of dismantling, removing an underlying asset, and restoring its location, or restoring the underlying asset to the state required in the terms and conditions of the lease.

In the subsequent measurement in which the cost model in adopted, depreciation expenses are recognized at the earlier of the expiration date of the useful life of the right-of-use asset or the lease term. When the lease liability is reassessed, the remeasurement of the lease liability will be adjusted for the right-of-use asset.

  • 224 -

p. Investment property

An investment property is recognized initially at cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 2–50 years.

q. Intangible assets

  • 1) Trademark and franchise

Trademarks and franchises obtained separately are recognized at the cost of acquisition, and trademarks and franchises obtained as a result of a business combination are recognized at their fair value on the acquisition date. Trademarks and franchise rights are assets with a limited useful life, which are amortized based on the remaining useful life of 3 to 5 years on the straight-line basis.

  • 2) The royalties paid for obtaining the patents are amortized based on the estimated useful years or the contract period.

  • 3) Computer software is recognized at the cost of acquisition and amortized by the straight-line method based on the estimated useful life of one year.

r. Other assets - office ornaments (listed in other non-current assets-others)

Antiques purchased, such as oil paintings and sculptures displayed in the company, are recognized at the cost of acquisition, and is not depreciated; however, the cost will be written off when the actual disposal is carried out.

s. Impairment of non-financial assets

  • 1) The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount refers to the fair value of an asset less the cost of disposal or its value in use, whichever is higher. Except for goodwill, when circumstances contributed to the recognition of impairment loss of an asset in the previous period do not exist or are decreased, the recognized impairment loss is reversed to the carrying amount of an asset to the extent that it does not exceed the carrying amount (net of depreciation and amortization) if the impairment loss had not been recognized.

  • 2) Goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use shall be regularly estimated for their recoverable amounts. An impairment loss is recognized when the amount of an asset’s carrying amount exceeds its recoverable amount. The impairment loss for impairment of goodwill will not be reversed in subsequent years.

  • 3) Goodwill is allocated to cash-generating units for the purpose of impairment testing. This allocation is based on the judgment of the operating units, and the goodwill is allocated among cash-generating units or groups that are expected to benefit from goodwill generated from business entities.

t. Borrowings

  • 1) Borrowings comprise long-term and short-term borrowings from banks. When the initial recognition of Company's borrowings is based on its fair value less transaction cost, for any subsequent difference between the price and redemption value after deducting transaction costs, interest expenses are recognized by the effective interest method during the outstanding period in profit or loss.

  • 2) Fees paid on the establishment of borrowing facilities are recognized as transaction

  • 225 -

costs of the borrowing to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. When there is no evidence of the possibility that some or all the facility will be drawn down, the fee is recognized as a prepayment and amortized over the period of the facility to which it relates.

u. Trade and notes payables

  • 1) Trade and notes payables refer to the debts incurred by purchase of raw materials, goods, or services on credit, and the notes payables incurred from both operating and non-operating activities.

  • 2) The non-interest-bearing short-term notes and trade payables are measured at initial invoice amount as the effect of discounting is immaterial.

v. Derecognition of financial liabilities

The Company derecognizes a financial liability when the obligation under the contract is performed, canceled, or expires.

w. Offsetting of financial assets and liabilities

The financial assets and liabilities may be offset and the net amount is presented in the balance sheet when there is a legally enforceable right to offset the recognized amounts of the financial assets and liabilities and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

x. Non-hedging derivatives

Non-hedging derivatives are initially measured at the fair value on the date when a contract is signed and recognized as financial assets or liabilities at FVTPL. Subsequently, they are measured at fair value with gains or losses recognized in profit or loss.

y. Employee benefits

  • 1) Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid and shall be recognized as expense in the period when the employees render service.

  • 2) Pension

a) Defined contribution plans

For defined contribution plans, the contributions are recognized as pension expense when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.

b) Defined benefit plans

  • i. The net obligation under a defined benefit plan is calculated by discounting the amount of future benefits earned by employees for the services rendered in the current or the prior periods, and the amount recognized is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is computed by independent actuaries every year using the projected unit credit method. The discount rate employed is by reference either to the market yields on high quality corporate bonds of which the currency and duration are consistent with the currency and duration of the defined benefit plan, or to the market yields on government bonds (at the

  • 226 -

balance sheet date) in countries where there is no deep market for high quality corporate bonds.

  • ii. The remeasurement amount generated by the defined benefit plan is recognized in other comprehensive income in the current period and presented in retained earnings.

  • iii. Expenses related to past service costs are immediately recognized in profit or loss.

c) Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Company’s decision to terminate an employee's employment before the normal retirement date or an employee's decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Company recognizes expenses when it is no longer able to withdraw the offer of termination benefits or when the relevant restructuring costs are recognized, whichever is earlier. The benefits that are not expected to be fully settled 12 months after the balance sheet date shall be discounted.

  • d) Remuneration of employees and directors

Remuneration of employees and directors are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligations and those amounts can be reliably estimated. Any difference between the actual amount resolved to be distributed and the estimated amount will be treated as a change in accounting estimates. If employee remuneration is paid in shares, the Group calculates the number of shares based on the closing price on the previous day of the resolution made by the board of directors.

z. Income tax

  • 1) The tax expense for the period comprises current and deferred income taxes. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  • 2) The Company calculates the current income tax based on the tax rate enacted in laws or substantively enacted in laws at the balance sheet date in the country where the taxable income is generated and the operations occur. The management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. For the income tax levied on the unappropriated retained earnings in accordance with the Income Tax Act, it will be recognized as income tax for unappropriated retained earnings based on the actual distribution of earnings after the earnings distribution proposal is adopted at the shareholders' meeting in the year following the year in which said earnings are generated.

  • 3) Deferred income tax is recognized, using the balance sheet liability method, for temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. Deferred income tax liabilities from goodwill arising from initial recognition are not recognized. If the deferred income tax is derived from initial recognition of an assets or liability in a transaction (excluding business entities), and if the accounting profit or taxable income (taxable loss) is not affected at the time of the transaction, then the liabilities

  • 227 -

will not be recognized. With temporary differences caused by the investment in subsidiaries and associates, if the Company can control the timing of the reversal of the temporary differences, and it is probable that temporary differences will not be reversed in the foreseeable future, the liabilities will not be recognized. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the relevant deferred income tax asset is realized or the deferred income tax liability is settled.

  • 4) Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are re-assessed.

  • 5) Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis, or realize the asset and settle the liability, simultaneously.

aa. Share capital

  • 1) Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are listed in equity as a deduction, net of tax, from the proceeds.

  • 2) Where the Company repurchases the Company's shares that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company's shareholders. Where such shares are subsequently reissued, the difference between their carrying amount and any consideration received, net of any directly attributable incremental costs and the relevant income tax effects, is recognized as adjustment to equity attributable to the Company’s shareholders.

bb. Dividend allocation

Dividends are recognized in the Company’s financial statements in the period in which they are approved to be distributed as resolved by the Company’s shareholders' meeting. Cash dividends are recognized as liabilities. Stock dividends are recognized as stock dividends to be allocated and reclassified to ordinary shares on the record date of issue of new shares.

cc. Revenue recognition

Sales

  • 1) The Company mainly manufactures and sells consumer electronic products, such as optical discs. Sales revenue is recognized when the control of the product is transferred to a customer, that is, when goods are delivered to the customer, the customer has the discretion to sell the goods and set the price, and the Company has no outstanding performance obligations that may affect the customers' acceptance of the goods. When goods are shipped to a designated location, the risk of obsolescence and lost has been transferred to the customer, and the customer is required to accept the goods in accordance with the sales contract, or when there is objective evidence that all acceptance criteria have been met, the goods are delivered.

  • 228 -

  • 2) The sales of the goods are recognized at the contract price, and the amount of sales recognized is limited to the part where it is highly likely that there will not be a major reversal in the future. The payment terms for sales are usually 30 to 180 days after the date of shipment. Because the time interval between the transfer of the promised goods or services to the customer and the customer’s payment did not exceed one year, the Company did not adjust the transaction price to reflect the time value of money.

  • 3) Trade receivable is recognized when goods are delivered to customers because at which time the Company's right to the consideration for contracts from customers is unconditional, except for the passage of time.

dd. Acquisition transactions

  • 1) The Company uses the acquisition method to account for acquisitions. The acquisition consideration is calculated on the basis of the assets transferred, liabilities generated or assumed, and the fair value of equity instruments issued. The consideration transferred includes the fair value of any asset and liability as a result of contingent consideration agreements. The costs associated with the acquisition are recognized as expenses when incurred. The identifiable assets and liabilities acquired through acquisition transaction shall be measured at fair value on the acquisition date.

  • 2) If the consideration transferred exceeds the fair value of the identifiable assets acquired and liabilities assumed, it shall be recognized as goodwill on the acquisition date; if the fair value of the identifiable assets acquired and liabilities assumed exceeds the transferred consideration, the difference shall be recognized as the current profit or loss on the acquisition date.

  • Critical Accounting Judgments, Assumptions, and Key Sources of Estimation Uncertainty During the preparation of the parent company only financial statements, the Company's management has exercised its judgments to adopt the accounting policies to be used, and made accounting estimates and assumptions based on reasonable expectations of future events with reference to the circumstances at the balance sheet date. If there is any difference between any critical accounting estimates and assumption made and actual results, assessment and adjustment will be conducted continuously by taking into account the historical experience and other factors. Such assumptions and estimates have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year. Please refer to the description of the uncertainties of critical accounting judgments, assumptions, and estimation uncertainty below:

a. Critical judgments for applying the Group's accounting policies

  • N/A.

b. Critical accounting estimates and assumptions

  • 1) Estimated impairment of tangible assets and intangible assets other than goodwill The Company assesses impairment based on its subjective judgment and determines the separate cash flows of individual groups of assets, useful lives of assets, and the future possible income and expenses arising from the assets depending on how assets are utilized and industrial characteristics. Any changes in economic position or in the estimates due to the Company's strategy might cause material impairment of assets in the future.

  • 2) Inventory valuation

As inventories are stated at the lower of cost and net realizable value, the Company

  • 229 -

must determine the net realizable value of inventories at balance sheet date based on judgments and estimates. With the rapid advancement of technology, the Company evaluates the amounts of normal inventory consumption, obsolescence, or inventories without market selling value at the balance sheet date, and writes down the cost of inventories to the net realizable value. The valuation of the inventories is mainly determined based on the future product demand within a specific time period, which may cause a material change.

6. Description of Significant Accounting Titles

a. Cash and cash equivalents

Cash on hand and petty cash

Checks and demand deposits
Time deposit
Total
December 31, 2020
$ 338

729,433
30,000
$ 759,771
December 31, 2019
$ 408
1,070,986
30,000
$ 1,101,394
  • 1) The Company deals with financial institutions with high credit ratings. The Company also deals with various financial institutions at the same time to diversify credit risks. Therefore, the expected risk of default is rather low.

  • 2) The Company has classified the cash and cash equivalents provided as loans to others to financial assets at amortized cost-current. Please refer to Note 8 for details.

b. Financial assets at fair value through profit or loss (FVTPL)

Items
Current items:
Financial assets mandatorily at fair
value through profit or loss
Listed stocks
Derivative instruments

Adjustment to valuation

Total
Non-current items:
Financial assets mandatorily at fair
value through profit or loss
Listed stocks
Adjustment to valuation
Total
December 31, 2020
$ 3,443,530
301
3,443,831
( 140,075)

$ 3,303,756
$ 1,217,912
86,544
$ 1,304,456
December 31, 2019
$ 3,284,368
-
3,284,368
( 16,860)
$ 3,267,508
$ 261,101
103,899
$ 365,000
  • 1) The details of financial assets at FVTPL recognized in profit or loss are as follows:
2020 2019
Financial assets mandatorily at
fair value through profit or loss
Equity instruments ($ 54,501) $ 76,230
  • 230 -
Derivative instruments
Total
15,881
($ 38,620)
2,386
$ 78,616
  • 2) The Company's transactions of derivative financial assets and contract information with hedging accounting applied are described below:

December 31, 2020

Contract amount Derivative financial assets (notional principal) Contract period Current items: Foreign exchange forward contract- buy NTD and sell USD US$10,100 thousand 2020.12.11~2021.03.25

Derivative financial assets Current items:

The foreign exchange forward transactions made by the Company are forward transactions, in which foreign currencies are pre-sold, for the purpose of avoiding the exchange rate risk of import and export prices, without hedging accounting applied.

  • 3) For the situation in which the Company has pledged financial assets at FVTPL as collateral, please refer to Note 8 for details.

  • 4) Regardless of the collateral held or other credit enhancements, the maximum amount of the exposure to the credit risk arising from the Company's financial assets at FVTPL is the carrying amount.

  • c. Financial assets at FVTOCI

Items
Non-current items:
Equity instruments
Unlisted stocks
Adjustment to valuation
Total
December 31, 2020
$ 5,920
41,521
$ 47,441
December 31, 2019
$ 7,854
24,306
$ 32,160
  • 1) The Company has elected to classify equity instrument investments that are strategic investments as financial assets at FVTOCI. The fair values of these investments as of December 31, 2020 and 2019 were NT$47,441 and NT$32,160, respectively.

  • 2) The breakdown of financial assets at FVTOCI recognized in profit or loss and comprehensive income is as follows:

Equity instruments at FVTOCI
Changes
in
fair
value
recognized
in
other
comprehensive income
Accumulated (gains) losses
reclassified
to
retained
earnings due to derecognition
(losses to be compensated)
$ ($ 2020
17,215
861)
$ 2019
11,128
2,994

$
  • 231 -

  • 3) As of December 31, 2020 and 2019, regardless of the collateral held or other credit enhancements, the maximum amount of the exposure to the credit risk arising from the Company's financial assets at FVTOCI was NT$47,441 and NT$32,160, respectively.

  • 4) The Company did not pledge financial assets at FVOCI as collateral.

  • d. Notes and trade receivable

Notes receivable
Less: Allowance for loss

Trade receivable
Less: Allowance for loss
December 31, 2020
$ 244
( 2)

$ 242
$ 490,838
( 98,537)
$ 392,301
December 31, 2019
$ 1,105
( 11)
$ 1,094
$ 964,310
( 29,171)
$ 935,139
  • 1) The aging analysis of trade and notes receivable (including related parties) is as follows:
follows:
Not past due
Overdue for less than 30
days
Overdue for 31–60 days
Overdue for 61–90 days
Overdue for 91–180 days
Overdue for 181 or more
December 31, 2020
Trade receivable
Notes receivable
$ 763,437 $ 244
95,909
-
70,520
-
129,506
-
23,928
-
172,040
-
$ 1,255,340
$ 244
December 31, 2019
Trade receivable
Notes receivable
$ 1,055,680
$ 5,435
42,737
-
36,822
-
17,138
-
76,893
-
10,274
-
$ 1,239,544
$ 5,435









$ 5,435
-
-
-
-
-
$ 5,435

The aging analysis above is based on the number of days overdue.

  • 2) The balances of notes and trade receivable (including related parties) as of December 31, 2020 and 2019 were all generated from customer contracts, and the balance of the notes and trade receivable from customer contracts (including related parties) and allowance for loss as of January 1, 2019 were NT$1,259,311 and NT$25,930, respectively.

  • 3) As of December 31, 2020 and 2019, regardless of the collateral held or other credit enhancements, the maximum amount of the exposure to the credit risk arising from the Group’s notes and trade receivable (including related parties) was NT$1,155,767 and NT$1,215,797, respectively.

  • 4) The Company did not pledge notes and trade receivable as collateral.

  • 5) Please refer to Note 12(2) for details of the information on the credit risk of trade and notes receivable.

  • e. Financial asset transfer

The Company signed a trade receivable factoring contract with Taipei Fubon Bank. According to the contract, the Company does not have to bear the risk of default over the transferred trade receivable but only the loss from business disputes. As the Company did

  • 232 -

not have any continuous involvement in these transferred trade receivable, the Company derecognized these transferred trade receivable. Information on outstanding receivables is as follows:

as follows:
December 31, 2020
Factor
Amount of trade
receivable in
factoring
Taipei
Fubon
Bank
USD 1,034
December 31, 2019
Factor
Amount of trade
receivable in
factoring
Taipei
Fubon
Bank
USD 2,270
Amount
derecogni
zed
USD 1,034
Amount
derecogni
zed
USD 2,270
Unit:
NT$ thousands
Amount of
advance
received
Amount of
remaining advance
available
Interest rate
range of
advance
USD-
USD 3,000
-
Unit:
NT$ thousands
Amount
of
advance
received
Amount of
remaining advance
available
Interest rate
range of
advance
USD-
USD 9,000
-

As of December 31, 2020 and 2019, the Group’s retained amount in the trade receivable transferred through factoring was NT$27,846 and NT$67,968, respectively, which have been reclassified to other receivables.

  • f. Inventories
Raw materials
Work-in-progress

Finished goods
Merchandise inventory
Inventory in transit
Total
December 31, 2020
$ 310,781

693

345,626

450,076
33,557

$ 1,140,733
December 31, 2019
$ 428,132
-
318,420
401,110
-
$ 1,147,662

The Company's inventory cost recognized as an expense for the current period:

2020
Cost of inventories sold
$ 3,226,119
Unamortized
fixed
production
overheads
54,246
Valuation losses (gains on recovery)
( 3,033)
Others
9,604
$ 3,286,936
2020 2019


(
$ 4,568,884
30,334
17,993
597)
$ 4,616,614

The Company recognized gains on recovery for 2020 because of the sale of inventories that had been recognized as inventory valuation losses in prior years.

  • 233 -

g. Investments accounted for using the equity method

Zhong Jia International Investment Co., Ltd. (Zhong
Jia)
CMC Movie Corporation (CMC Movie)
CMC Entertainment Holding Corporation (CMC
Entertainment)
Asia 1 Entertainment Co., Ltd. (Asia 1 Entertainment)
Benmeng Optoelectronics Co., Ltd. (Benmeng)
Sun Well Solar Corporation (Sun Well)
Sun Q Corporation Limited (Sun Q)
Transtouch Technology Inc. (Transtouch)
CMC
Entertainment
Hub
Corporation
(CMC
Entertainment Hub)
EMC Investment Holding Ltd.
(EMC H)
CIA Holding Corp. (CIA)
Deltamac (Taiwan) Co., Ltd. (Deltamac)
Add:
Credit
balance
of
long-term
investment
reclassified to other non-current liabilities
December 31, 2020
December 31, 2019
$ 3,457,629
$ 3,768,033
173,381
188,006
50,754
42,823
( 246,401)
( 236,292)
-
( 66,902)
( 848,093)
( 774,408)
( 22,310)
( 21,259)
376,723
392,200
97,022
92,617
3,605,849
3,492,143
408,452
490,927
176,181
175,747
1,116,804
1,098,861
$ 8,345,991
$ 8,642,496

1) Subsidiaries

  • a) For information about the Company's subsidiaries, please refer to Note 4(3) of the Company's consolidated financial statements for the 2020.

  • b) The Company purchased additional shares issued by its subsidiaries in cash in 2019. Please refer to Note 6(33) of the Company's consolidated financial statements for 2020 for details.

  • c) The Company acquired 100% of equity of Verbatim Americas LLC., Verbatim Australia Pty. Ltd., Verbatim GmbH, and Verbatim (Hong Kong) Limited through its subsidiary EMC Investment Holding Ltd. on December 31, 2019, and acquired control over said companies, please refer Note 6(34) of the Company's consolidated financial statements for 2020 for details.

  • d) The Company sold the equity of its subsidiaries in 2020, please refer to Note 6(35) of the Company's consolidated financial statements for 2020 for details.

  • e) Please refer to Note 8 for details of the investment under the equity method pledged by Company for collateral.

  • 2) Associates

The carrying amounts of the Company’s associates that are individually immaterial and their share of operating results are aggregated as follows: As of December 31, 2020 and 2019, the carrying amounts of the Company’s associates that are individually immaterial were NT$293,060 and NT$456,287, respectively.

Current net profit (loss)
Other comprehensive income (after tax)
Total comprehensive income for current period
2020 2019
($ 212,561)
( 3,209)
($ 215,770)
$ 355,759
6,701
$ 362,460
  • 234 -

h. Property, plant and equipment

January 1
Cost
Accumulated
depreciation
and
impairment
January 1
Disposal
Reclassification
(Note)
Depreciation
expenses
December 31
December 31
Cost
Accumulated
depreciation
and
impairment
2020
Land
$2,118,488
-
$2,118,488
$2,118,488
-
-
-
$2,118,488
$2,118,488
-
$2,118,488
2020
Land
$2,118,488
-
$2,118,488
$2,118,488
-
-
-
$2,118,488
$2,118,488
-
$2,118,488
Buildings and structures
For self-use
For leasing
$ 2,493,486
$ 3,678
( 1,201,680)
( 2,172)
$ 1,291,806
$ 1,506
$ 1,291,806
$ 1,506
-
-
( 189,298)
( 1,482)
( 52,690)
( 24)
$ 1,049,818
$-
$ 1,961,345
$ 24
( 911,527)
( 24)
$ 1,049,818
$-
Buildings and structures
For self-use
For leasing
$ 2,493,486
$ 3,678
( 1,201,680)
( 2,172)
$ 1,291,806
$ 1,506
$ 1,291,806
$ 1,506
-
-
( 189,298)
( 1,482)
( 52,690)
( 24)
$ 1,049,818
$-
$ 1,961,345
$ 24
( 911,527)
( 24)
$ 1,049,818
$-
Buildings and structures
For self-use
For leasing
$ 2,493,486
$ 3,678
( 1,201,680)
( 2,172)
$ 1,291,806
$ 1,506
$ 1,291,806
$ 1,506
-
-
( 189,298)
( 1,482)
( 52,690)
( 24)
$ 1,049,818
$-
$ 1,961,345
$ 24
( 911,527)
( 24)
$ 1,049,818
$-
Subtotal
$2,497,164
( 1,203,852)
$1,293,312
$1,293,312
-
( 190,780)
( 52,714)
$1,049,818
$1,961,369
( 911,551)
$1,049,818
Subtotal
$2,497,164
( 1,203,852)
$1,293,312
$1,293,312
-
( 190,780)
( 52,714)
$1,049,818
$1,961,369
( 911,551)
$1,049,818
Machinery and equipment
For self-use
For leasing
$13,346,241
$ -
( 11,986,827)
-
$ 1,359,414
$-
$ 1,359,414
$ -
( 225)
-
107,771
1,728
( 438,386)
( 1,149)
$ 1,028,574
$ 579
$12,513,007
$ 1,728
( 11,484,433)
( 1,149)
$ 1,028,574
$ 579
Machinery and equipment
For self-use
For leasing
$13,346,241
$ -
( 11,986,827)
-
$ 1,359,414
$-
$ 1,359,414
$ -
( 225)
-
107,771
1,728
( 438,386)
( 1,149)
$ 1,028,574
$ 579
$12,513,007
$ 1,728
( 11,484,433)
( 1,149)
$ 1,028,574
$ 579
Machinery and equipment
For self-use
For leasing
$13,346,241
$ -
( 11,986,827)
-
$ 1,359,414
$-
$ 1,359,414
$ -
( 225)
-
107,771
1,728
( 438,386)
( 1,149)
$ 1,028,574
$ 579
$12,513,007
$ 1,728
( 11,484,433)
( 1,149)
$ 1,028,574
$ 579
Machinery and equipment
For self-use
For leasing
$13,346,241
$ -
( 11,986,827)
-
$ 1,359,414
$-
$ 1,359,414
$ -
( 225)
-
107,771
1,728
( 438,386)
( 1,149)
$ 1,028,574
$ 579
$12,513,007
$ 1,728
( 11,484,433)
( 1,149)
$ 1,028,574
$ 579
Subtotal
$13,346,241
( 11,986,827)
$ 1,359,414
$ 1,359,414
( 225)
109,499
( 439,535)
$ 1,029,153
$12,514,735
( 11,485,582)
$ 1,029,153
Subtotal
$13,346,241
( 11,986,827)
$ 1,359,414
$ 1,359,414
( 225)
109,499
( 439,535)
$ 1,029,153
$12,514,735
( 11,485,582)
$ 1,029,153
Others
$ 86,420
( 17,235)
$ 69,185
$ 69,185
-
( 20,849)
( 10,738)
$ 37,598
$ 51,494
( 13,896)
$ 37,598
Others
$ 86,420
( 17,235)
$ 69,185
$ 69,185
-
( 20,849)
( 10,738)
$ 37,598
$ 51,494
( 13,896)
$ 37,598
Total
$18,048,313
( 13,207,914)
$ 4,840,399
$ 4,840,399
( 225)
( 102,130)
( 502,987)
$ 4,235,057
$16,646,086
( 12,411,029)
$ 4,235,057
Total
$18,048,313
( 13,207,914)
$ 4,840,399
$ 4,840,399
( 225)
( 102,130)
( 502,987)
$ 4,235,057
$16,646,086
( 12,411,029)
$ 4,235,057

For self-use
$ 2,493,486
( 1,201,680)
$ 1,291,806
$ 1,291,806
-
( 189,298)
( 52,690)
$ 1,049,818
$ 1,961,345
( 911,527)
$ 1,049,818

For

self-use
$13,346,241
( 11,986,827)
$ 1,359,414
$ 1,359,414
225)
107,771
438,386)
$ 1,028,574
$12,513,007
( 11,484,433)
$ 1,028,574

(

(

(

(

(

(

(
(
(



(



  • 235 -
January 1
Cost
Accumulated
depreciation
and
impairment
January 1
Additions
Disposal
Reclassification
(Note)
Depreciation
expenses
December 31
December 31
Cost
Accumulated
depreciation
and
impairment
2019

Land

$ 2,118,488
-
$ 2,118,488
$ 2,118,488
-
-
-
-

$ 2,118,488
$ 2,118,488
-
$ 2,118,488
Buildings and structures
For self-use
For leasing

$ 2,503,987
$ -
( 1,171,510)
-
$ 1,332,477
$-
$ 1,332,477
$ -
-
-

-
-

10,984
1,577
( 51,655)
( 71)

$ 1,291,806
$ 1,506
$ 2,493,486
$ 3,678
( 1,201,680)
( 2,172)
$ 1,291,806
$ 1,506
Subtotal
$ 2,503,987
( 1,171,510)
$ 1,332,477
$ 1,332,477
-
-
12,561
( 51,726)
$ 1,293,312
$ 2,497,164
( 1,203,852)
$ 1,293,312
Machinery and equipment

$ 13,646,977
( 11,892,446)
$ 1,754,531
$ 1,754,531
-
( 130)

75,859
( 470,846)
$ 1,359,414
$ 13,346,241
( 11,986,827)
$ 1,359,414
Others
T
$ 26,606
( 12,262)
$ 14,344
$ 14,344
4,490
( 433)
(
66,259
( 15,475)

$ 69,185
$ 86,420
( 17,235)
$ 69,185
otal
$ 18,296,058
( 13,076,218)
$ 5,219,840
$ 5,219,840
4,490
563)
154,679
( 538,047)
$ 4,840,399
$ 18,048,313
( 13,207,914)
$ 4,840,399

For self-use

$ 2,503,987
( 1,171,510)
$ 1,332,477
$ 1,332,477
-
-
10,984
( 51,655)

$ 1,291,806
$ 2,493,486
( 1,201,680)
$ 1,291,806


(



Note: It is mainly for the reclassification from prepayments for business facilities (listed in other non-current assets) and reclassification to investment property.

  • 236 -

  • 1) Capitalized amount of borrowing costs attributable to property, plant and equipment and interest range:

2020 2019
Capitalized amount $ 323 $ 848
Range
interest
of
rate
capitalized 1.58% 2.01%
  • 2) For the impairment of property, plant and equipment, please refer to Note 6(11) for details.

  • 3) For information about the Company's pledging of property, plant and equipment as collateral, please refer to Note 8 for details.

  • i. Lease transaction - the lessee

  • 1) The assets leased by the Company include land and buildings. The lease contract term is usually from 1 to 3 years. The lease contracts are negotiated separately and contain various terms and conditions. Except that the leased asset cannot be used as collateral for loans, no other restrictions are imposed.

  • 2) The lease term of part of the land and buildings leased by the Group does not exceed 12 months, and the low-value assets leased are mostly multi-function printers, so they are not included in the right-of-use assets.

  • 3) The carrying amount of right-of-use assets and depreciation expenses recognized are shown as follows:

December 31, 2020 December 31, 2020 December 31, 2019
Carrying amount Carrying amount
Land $1,290 $1,219
Property 10,551 21,046
$11,841 $22,265
2020 2019
Depreciation expenses Depreciation expenses
For self-use For leasing Total For self-use
For leasing
Total
Land $ 2,509
$ -
$ 2,509
$ 2,579
$ - $ 2,579
Property 2,501 7,921
10,422 7,997
2,748 10,745
$ 5,010 $ 7,921
$ 12,931 $10,576
$ 2,748 $13,324
4) The additions of the Company's right-of-use assets in 2020 and 2019 were NT$2,580
and NT$2,438, respectively.
  • 5) The profit and loss items related to lease contracts are shown as follows:
Items that affect profit or loss
Interest expenses on lease liabilities
Short-term lease expenses
Revenue from sublease of right-of-use assets
Gains on lease modification
2020
$245
1,059
5,834
1
2019
$227
3,410
1,940
-
  • 6) The Company's total cash outflows of leases in 2020 and 2019 were NT$14,200 and NT$16,902, respectively.

  • 237 -

j. Investment property

2020
Buildings and
Land structures Total
January 1
Cost $ 63,362 $ 919,571 $ 982,933
Accumulated depreciation ( 451,461) ( 451,461
and impairment - )
$ 63,362 $ 468,110 $ 531,472
January 1 $ 63,362 $ 468,110 $ 531,472
Reclassification (Note) 252,754 252,754
-
Depreciation expenses - ( 24,741) ( 24,741
)
December 31 $ 63,362 $ 696,123 $ 759,485
December 31
Cost $ 63,362 $ 1,509,350 $ 1,572,712
Accumulated depreciation ( 813,227
and impairment - ( 813,227) )
$ 63,362 $ 696,123 $ 759,485
2019
Land Buildings and structures Total
January 1
Cost $ 63,362 $ 985,360 $ 1,048,722
Accumulated
depreciation and
impairment - ( 500,877) ( 500,877)
$ 63,362 $ 484,483 $ 547,845
January 1 $ 63,362 $ 484,483 $ 547,845
Reclassification (Note) - 1,005 1,005
Depreciation expenses - ( 17,378) ( 17,378)
December 31 $ 63,362 $ 468,110 $ 531,472
December 31
Cost $ 63,362 $ 919,571 $ 982,933
Accumulated
depreciation and
impairment - ( 451,461) ( 451,461)
$ 63,362 $ 468,110 $ 531,472

Note: It is mainly for the reclassification from property, plant and equipment.

  • 238 -

  • 1) Rental revenue and direct operating expenses of investment property:

Rental revenue of investment
property
Direct
operating
expenses
incurred by investment property
generating rental revenue in the
current period
Direct
operating
expenses
incurred by investment property
not generating rent revenue in
current period
$ 2020
46,739
10,982
13,759
$ 2019
47,481
10,982
6,396

$

$

$

$
  • 2) The fair value of the investment property held by the Company as of December 31, 2020 and 2019 was $4,851,873 and $2,400,465, respectively, based on the evaluation results of transaction prices in the neighborhood to which could be referred.

  • 3) For information on the investment property pledged as collateral, please refer to Note 8 for details.

  • k. Impairment of non-financial assets

  • 1) The Company adopted the value in use and the net disposal value of existing assets as the recoverable amount in the impairment test on December 31, 2020 and 2019. The discount rate used to estimate the value in use is as follows:

Machinery and equipment
2)
Accumulated write-off of impairments
Machinery and equipment
December 31, 2020
10.42%

2020
$ 38,001
December 31, 2019
11.52%
2019
$ 23,734

When the Company disposed of machinery and equipment in 2020 and 2019, the relevant accumulated impairments were also written off in order to calculate the gains or losses on the disposal.

  • l. Other non-current assets
gains or losses on the disposal.
ther non-current assets
gains or losses on the disposal.
ther non-current assets
Prepayments for equipment

Refundable deposits

Overdue receivables

Less: Allowance for loss
(
Other non-current assets - others

December 31, 2020
December 31, 2019
$ 5,189
$ 49,263
5,053
5,531
50,555
545,725
50,555)
( 545,725)
422,207
420,507
$ 432,449
$ 475,301

  • 239 -

m. Short-term borrowings

Nature of borrowings
Borrowings from financial Institutions
Credit borrowings
Borrowings for raw material purchase
Interest rate range
December 31, 2020

$ 100,000
10,341
$ 110,341
1.48~1.55%
December 31, 2019
$ 150,000
-
$ 150,000
1.6~1.7%

Commercial paper of NT$1,770,300 and NT$1,744,870 has been issued as a guarantee for the short-term borrowing facilities as of December 31, 2020 and 2019, respectively.

n. Long-term borrowings

Borrowings from financial Institutions
Secured borrowings
Credit borrowings
Long-term notes
Less: Long-term loans due within one year or
one operating cycle
Interest rate range
December 31, 2020
$ 1,695,000
235,000
200,000
2,130,000
( 541,000)
$ 1,589,000
1.24%~1.67%
December 31, 2019
$ 2,026,000
334,460
-
2,360,460
( 875,460)
$ 1,485,000
1.5%~2.25%
  • 1) The Company signed a financing commitment contract with O-Bank Co., Ltd. in April 2018. In 36 months from the date of the first drawdown, the total amount of borrowings is NT$200 million. From November 2019, the principal is amortized and repaid every six months, and the remaining principal will be repaid in the last installment. The Company’s main commitments are as follows:

During the contract period, the current ratio shall be maintained at 100% or above; the debt ratio shall not be higher than 120%, and the interest coverage ratio (including depreciation and amortization expenses) shall not be lower than 250%.

The outstanding balance of the Company's borrowings as of December 31, 2020 and 2019 was NT$110,000 and NT$170,000, respectively.

  • 2) The Company signed a financing commitment contract with Taipei Fubon Bank in March 2019. In 36 months from the date of the first drawdown, the total amount of borrowing is NT$1 billion. The Company's main commitments are as follows:

The current ratio during the contract period shall be maintained at 100% or above; the debt ratio shall not be higher than 90% (inclusive); the net value of tangible assets shall not be lower than NT$12 billion; the interest coverage ratio (including depreciation and amortization expenses) shall not be less than 250%.

The outstanding balance of the Company's borrowings as of December 31, 2020 and 2019 was were NT$650,000 and NT$800,000, respectively.

  • 3) The remaining loan installment repayment periods start from 2017 to 2023.

  • 4) Please refer to Note 8 for details of the guarantees for long-term borrowings.

  • 5) The Company's amounts of loans not drawn down as of December 31, 2020 and 2019 are as follows:

019 are as follows:

Due in more than one year
December 31, 2020

$ 950,000
December 31, 2019

$ 373,000
  • 240 -

o. Pension

  • 1)

  • a) The Company and domestic subsidiaries have a defined benefit pension plan in accordance with the Labor Standards Act, applicable to all formal employees who were employed prior to the enforcement of the Labor Pension Act on July 1, 2005 and to the formal employees who still chose the pension mechanism under the Labor Standards Act after the Labor Pension Act took effect. Under the defined benefit pension plan, two units are granted for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units granted and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes 2% of the total salaries every month as a pension fund and deposit it to the designated account in the name of the Labor Pension Funds Supervisory Committee at the Bank of Taiwan. Before the end of each year, the Company shall assess the balance in the designated account. If the total balance of the contribution is less than the amount required for the payment of pensions to all the employees who are eligible to retire in the following year, calculated according to the method above, the Company will make up for the difference in a lump sum before the end of March in the following year.

  • b) The amounts recognized in the balance sheet are as follows:


Present value of defined benefit
obligations
Fair value of plan assets
Net defined benefit liabilities
(listed
in
other
non-current
liabilities)
December 31, 2020

$ 238,786
( 116,946)
$ 121,840
December 31, 2019
$ 339,624
( 131,187)
$ 208,437
  • c) The changes in net defined benefit liabilities are as follows:
2020
Balance at January 1
Service cost for the
current period

Service cost for the
previous period

Interest (expense)
revenue
Re-measurements:
Return on plan assets
(not including interest
revenue or expenses)
The effect of
changes in financial
assumptions
Experience
adjustments
Pension contributed
Pension paid

Balance, December 31
Present value of
defined benefit
obligations

$ 339,624
737
( 68,280)
2,377

274,458
-
7,433
( 661)
6,772
-
( 42,444)
$ 238,786
Fair value of plan
assets
($ 131,187)
-
-
( 919)
( 132,106)
( 4,929)
-
-
( 4,929)
( 22,355)
42,444
($ 116,946)
Net defined benefit
liabilities
$ 208,437
737
( 68,280)
1,458
142,352
( 4,929)
7,433
( 661)
1,843
( 22,355)
-
$ 121,840
Net defined benefit
liabilities
$ 208,437
737
( 68,280)
1,458
142,352
( 4,929)
7,433
( 661)
1,843
( 22,355)
-
$ 121,840

($

(


(



(

(


(


(

(

($

$
  • 241 -
2019
Balance at January 1
Service cost for the
current period
Interest (expense) revenue
Re-measurements:
Return on plan assets (not
including interest revenue
or expenses)
The effect of changes
in financial
assumptions
Experience
adjustments
Pension contributed
Pension paid
Balance, December 31
Present value of defined
benefit obligations
$ 385,592
1,070

3,470
390,132
-
5,902
( 14,672)
( 8,770)
-
( 41,738)
$ 339,624
Present value of defined
benefit obligations
$ 385,592
1,070

3,470
390,132
-
5,902
( 14,672)
( 8,770)
-
( 41,738)
$ 339,624
Fair value of plan assets
($ 148,744)
-
( 1,338)
( 150,082)
( 5,239)
-
-
( 5,239)
( 17,604)
41,738
($ 131,187)
Net defined benefit
liabilities
$ 236,848
1,070
2,132
240,050
( 5,239)
5,902
( 14,672)
( 14,009)
( 17,604)
-
$ 208,437
  • d) As the Company closed the Zhongli factory, a decrease in the benefit by NT$68,280 occurred during the current period, and the defined benefit liabilities of the employees of the factory have been settled.

  • e) The Bank of Taiwan was commissioned to manage the assets of the Company's defined benefit plan fund in accordance with the scope of the percentages and amounts in the annual investment and utilization plan of the fund and the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund (Article 6: The scope of utilization for the fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or privately placed equity securities, investment in domestic or foreign real estate securitization products, etc.). The status of the utilization is supervised by the Labor Pension Funds Supervisory Committee. With regard to utilization of the fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. In case any deficiency in the earnings arises, Treasury Funds can be used to cover the deficits after the approval of the competent authority. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan assets fair value in accordance with paragraph 142 of IAS 19. For the composition of the fair value of the fund in total as of the years ended December 31, 2020, and 2019, please refer to the various labor pension utilization reports issued by the government.

  • 242 -

f) The actuarial assumptions related to pension are summarized as follows:

Discount rate
Rate
of
future
salary
increase
2020
0.3%
2%
2019
0.7%
2%

The assumptions for the future mortality rate are based on the published statistics and experience of each country.

The present value of the defined benefit obligation affected by the changes in the main actuarial assumptions adopted is as follows:

December 31, 2020
The effects on the
present
value
of
defined
benefit
obligations
December 31, 2019
The effects on the
present
value
of
defined
benefit
obligations
Increase Discount rate
Decrease by
0.25%
$ 4,844
$ 7,607
Rate of future salary increase
Increase by
0.25%
Decrease by
0.25%
$ 4,154
($ 4,049)
$ 6,642
($ 6,462)
Rate of future salary increase
Increase by
0.25%
Decrease by
0.25%
$ 4,154
($ 4,049)
$ 6,642
($ 6,462)
Rate of future salary increase
Increase by
0.25%
Decrease by
0.25%
$ 4,154
($ 4,049)
$ 6,642
($ 6,462)
Rate of future salary increase
Increase by
0.25%
Decrease by
0.25%
$ 4,154
($ 4,049)
$ 6,642
($ 6,462)


($

0.25%
4,049)


($

6,462)

With other assumptions unchanged, the sensitivity analysis above analyzes the effects of changes in a single assumption. In practice, many changes in assumptions may be linked together. The sensitivity analysis is consistent with the method used to calculate the net pension liabilities of the balance sheet. The method and assumptions used for the preparation of the sensitivity analysis for the current period are the same as those used in the previous period.

  • g) The Company expects to make a contribution of NT$12,098 to the pension plan for the year ended December 31, 2021.

  • h) As of December 31, 2020, the weighted average duration of the pension plan is 8 years. The maturity analysis of the pension payments is as follows:

Less than 1 year
1–5 years
Over 5 years
$12,008
92,709
62,891
$167,608

2)

  • a) Since July 1, 2005, the Company has established a defined contribution pension plan under the Labor Pension Act, applicable to all formal employees with R.O.C. nationality. For employees who choose the labor pension system stipulated under the Labor Pension Act, the Company makes monthly contributions to employees’ individual pension accounts of the Bureau of Labor Insurance at 6% of their monthly salaries and wages. Based on the employee’s individual pension accounts and the amount of accumulated income from the annual investment and utilization plan, the payment of employee pension is made on a monthly basis or in a lump sum.

  • 243 -

    • b) For 2020 and 2019, the pension costs recognized according to the above-mentioned pension method were NT$$23,116 and NT$30,128, respectively.
  • p. Share capital

  • 1) In order to improve the financial structure and compensate the accumulated losses, it was resolved to reduce the capital by 567,135,167 shares at the shareholders' meeting on June 5, 2019 The capital reduction rate was 32.858%. The record date of the capital reduction was July 30, 2019. The change registration for the capital reduction was completed on August 12, 2019.

  • 2) As of December 31, 2020, the Company's registered capital was NT$45,000,000, divided into 4,500,000,000 shares, and the paid-in capital was NT$11,588,812, with a par value of NT$10 per share. Share payments for the Company’s issued shares have been collected in full. The reconciliation of the number of shares outstanding at the beginning and end of the period for the Company's common stock is as follows (unit: share):

it: share):
January 1
Capital reduction to offset
losses
Cancellation
of
treasury
shares
December 31
2020
1,158,881,200
-
-
1,158,881,200
2019
1,774,126,367
( 567,135,167)
( 48,110,000)
1,158,881,200
  • 3) Treasury stock

  • a) On March 15, 2019, the board of directors approved the cancellation of 48,110,000 ordinary shares for capital reduction through treasury shares, and the registration of the change has been completed.

  • b) The Securities and Exchange Act stipulates that the proportion of the Company's repurchase of shares outstanding shall not exceed 10% of the total number of shares issued by the Company, and the total monetary amount of shares repurchased shall not exceed the amount of retained earnings plus the share premium and the realized capital surplus.

  • c) The treasury shares held by the Company shall not be pledged as collateral under the Securities and Exchange Act, and shall not be entitled to shareholders’ rights before transferred.

  • d) According to the Securities and Exchange Act, the shares repurchased by the Company for shares transferable to employees shall be transferred within five years from the date of the repurchase. If the transfer is not made within the time limit, the Company shall be deemed to have not issued the shares, and the shares shall be cancelled through change registration. For the shares repurchased to maintain the Company's credit and shareholders' rights, the change registration and share cancellation shall be conducted within 6 months after the repurchase.

  • e) The Company and its subsidiaries did not hold the Company's shares as of December 31, 2020 and 2019.

q. Capital surplus

According to the Company Act, capital surplus including the income derived from issuing shares at a premium and from endowments, in addition to being used to compensate

  • 244 -

deficit, where the Company has no accumulated losses, shall be used to issue new shares or cash in proportion to the shareholders’ original shares. In addition, according to relevant provisions of the Securities and Exchange Act, when the capital is replenished from the aforementioned capital surplus, the total amount each year shall not exceed 10% of the paid-in capital. The Company shall not use the capital surplus to compensate the capital losses, unless the surplus reserve is insufficient to compensate such losses.

  • 245 -

2020

2020 2020 2020
January 1
Changes in ownership
interests in
subsidiaries
Cash dividends issued
from capital surplus
December 31
January 1
Cancellation of
treasury shares
Changes in ownership
interests in
subsidiaries
Difference between
the equity price of
subsidiary actually
acquired or disposed
of and the book value
December 31
Share premium
$2,683,492
-
( 57,944)
$2,625,548
2019
Share premium
$2,758,290
( 74,798)
-
-
$2,683,492
Treasury share
transactions
Changes in percentage
of ownership
interests in
subsidiaries
recognized
$5,014,346
$ 458
-
612
-
-
$5,014,346
$ 1,070
Treasury share
transactions
Changes in percentage
of ownership
interests in
subsidiaries
recognized
$4,782,455
$ 103
231,891
-
-
355
-
-
$5,014,346
$ 458
Difference between
the equity price of
subsidiary actually
acquired or disposed
of and the book value
$ 77
-
-
$ 77
Difference between
the equity price of
subsidiary actually
acquired or disposed
of and the book value
$ -
-
-
77
$ 77
Others
$ 1,922
-
-
$ 1,922
Others
$ 1,922
-
-
-
$ 1,922
Total
$7,700,295
612
( 57,944)
$7,642,963
Total
$7,542,770
157,093
355
77


$7,700,295
  • 246 -

r. Retained earnings

  • 1) According to the Company's Articles of Incorporation, if there are earnings in the annual final accounts, the Company shall pay taxes first and compensate the accumulated losses; appropriate 10% of the balance for legal reserve, but this does not apply when the legal reserve has reached the amount of the Company's total capital. Subsequently, the Company shall make an appropriation for or reverse the special reserve in accordance with the law. Then, if there are still earnings, together with the undistributed earnings accumulated from the beginning of the same period, the board of directors shall put forth an earnings distribution proposal for the resolution by the shareholders' meeting before distribution. The Company’s dividend policy is based on the consideration for capital expenditures and the Company’s long-term financial planning. The total dividend shall not less be than 10% of the current year’s distributable earnings. However, if the distributable earnings is less than 1% of the paid-in capital, dividend many not need to be distributed. When the dividend is distributed, the cash dividends shall not be less than 10% of the total dividends.

  • 2) The legal reserve shall not be used except for compensation for the Company's losses and issue of new shares or cash in proportion to the shareholders' original shares. However, in the case of issue of new shares or cash, it shall be limited to the portion of the legal reserve in excess of 25% of the paid-in capital.

  • 3) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount may be included in the distributable earnings.

  • 4) On June 5, 2019, the Company's shareholders' meeting resolved to compensate the losses for 2018. Please visit the Market Observatory Post System (MOPS) of the Taiwan Stock Exchange for the details of the board of directors' approval for submission of the proposal for loss compensation to be resolved by the shareholders' meeting.

  • 5)

  • a) The Company passed the proposal for 2019 earnings distribution as resolved by the shareholders' meeting on June 16, 2020 as follows:

Legal reserve appropriation
Cash dividends
2019
Amount
Earnings per share
(NT$)
2019
Amount
Earnings per share
(NT$)
$ 21,379
$ -
173,832
0.15
$ 195,211
  • b) On June 16, 2020, the Company passed a proposal to distribute a cash dividend of NT$57,944 with NT$0.05 per share from the capital surplus from paid-in capital in excess of par value as resolved by the shareholders' meeting.

  • 247 -

6)

  • a) The Company's board of directors passed the proposal for 2020 earnings distribution on March 25, 2021 as follows:
Legal reserve appropriation
Special reserve
2020
Amount
Earnings per share
(NT$)
2020
Amount
Earnings per share
(NT$)
$ 11,097
$-
118,457
-
$ 129,554
  - b) The Company's board of directors passed a resolution on March 25, 2021, and approved to distribute a cash dividend of NT$811,217 with NT$0.7 per share from the capital surplus of the premium from the issue of stocks in excess of par value.

     - As of March 31, 2021, the aforementioned 2020 earnings distribution proposal and the capital surplus distribution proposal have not yet been resolved by the shareholders' meeting.
  • 7) Please refer to Note 6(25) for the information of employee compensation and directors' remuneration.

  • s. Other equity items

January 1
Adjustment
to
valuation:
- Parent company
- Subsidiaries and
associates
Reclassified from
valuation
adjustment
to
retained earnings
Foreign currency
translation
difference:
- Parent company
- Subsidiaries and
associates
Disposal
of
subsidiary:
- Subsidiaries and
associates
December 31
2020
Foreign currency
translation
Unrealized
valuation gains
and losses
Equity related to
assets held for
sale
Total
2020
Foreign currency
translation
Unrealized
valuation gains
and losses
Equity related to
assets held for
sale
Total
2020
Foreign currency
translation
Unrealized
valuation gains
and losses
Equity related to
assets held for
sale
Total







($121,927)
($130,722)
-
17,215
-
( 46,637)
-
( 861)
-
-
( 124,129)
-
( 1,097)
-
2,025
-
($245,128)
($161,005)
($ 23,709)
($276,358)
-
17,215
-
( 46,637)
-
( 861)
-
-
( 124,129)
-
( 1,097)
23,709
25,734
$-
($406,133)
  • 248 -

2019

2019 2019
Foreign currency
translation
Unrealized
valuation gains
and losses
Equity related to
assets held for
sale
Total
January 1
($115,422)
($179,753)
Adjustment
to
valuation:
-
Parent
company
-
11,128
-
Subsidiaries
and associates
-
34,909
Reclassified
from valuation
adjustment
to
retained
earnings
-
2,994
Foreign
currency
translation
difference:
-
Parent
company
( 10,031)
-
-
Subsidiaries
and associates
3,526
-
December 31
($121,927)
($130,722)
t. Operating revenue
Revenue from customer contracts
$ -

-

-

-

-
( 23,709)
($ 23,709)
2020
$3,935,194
($295,175)
11,128
34,909
2,994
( 10,031)
( 20,183)
($276,358)
2019
$5,504,373
  • 1) Breakdown of revenue from customer contracts

The Company's revenue comes from the provision of goods and services that transferred at a certain point in time. The revenue can be broken down into the following main product lines:

following main product lines:
Timing of revenue recognition
Revenue recognized at a specific timing
Timing of revenue recognition
Revenue recognized at a specific timing
Storage media
$3,770,257
Storage media
$5,321,508
2020
Others
$164,937
Others
$182,865
Total
$3,935,194
2019
Total
$5,504,373
2019
Total
  • 2) Contract liabilities

  • 249 -

  • a) Contract liabilities related to revenue from customer contracts recognized by the Company are as follows:

ontract liabilities related to revenue from customer contracts recognized by the
ompany are as follows:
ated to revenue from customer contracts recognized by the
ws:
ated to revenue from customer contracts recognized by the
ws:
ated to revenue from customer contracts recognized by the
ws:
ated to revenue from customer contracts recognized by the
ws:
December 31,
2020
December 31,
2019
January 1, 2019
Product
sales
contracts
$53,173
$77,431
$93,886
December 31,
2020
December 31,
2019
January 1, 2019
$53,173 $77,431 $93,886
  • b) Contract liabilities at beginning of period recognized as revenue for the period
Opening balance of contract liabilities
recognized as income for the period
Product sales contracts
2020
$67,299
2019
$82,686
  • u. Interest revenue
terest revenue
Interests on bank deposits
Interest revenue from financial assets at
amortized cost - interest revenue

Others (refer to Note 7(2)8(2))
$
2020
1,207
18

26,712
27,937
$
2019
2,400
21
21,622
24,043

$

$
  • v. Other income
v. Other income
2020 2019
Rental income $ 58,995 $ 56,274
Dividend income 110,445 44,750
Other income 42,567 14,004
$ 212,007 $ 115,028
w. Other gains and losses
2020 2019
Net gains (losses) on financial assets at ($ 38,620) $ 78,616
FVTPL
Net losses on financial liabilities at fair ( 9,259) ( 3,937)
value through profit or loss
Net foreign currency exchange losses ( 109,145) ( 22,917)
Gains on disposal of property, plant and 1,095 2,247
equipment and other non-current assets
Depreciation expenses not for self use ( 33,835) ( 20,197)
(Note)
Gains on disposal of investments 12,531 -
Other expenditures ( 6,496) ( 94)
($ 183,729) $ 33,718

Note: Depreciation expenses of investment property, right-of-use assets subleased, and equipment for lease

  • 250 -

x. Finance costs

inance costs
Interest expenses:
Bank borrowings
Others
Borrowing facility management expense
Less: Amount qualified for capitalization
$


(
$
2020
40,328
313
1,265
41,906
323)
41,583
$


(
$
2019
29,877
4,681
9,282
43,840
848)
42,992

$

$

y. Employee benefit, depreciation, and amortization expenses

In 2020 and 2019, the employee benefit, depreciation, and amortization expenses incurred by the Company are summarized as follows by function:

Function 2020
Operating costs Operating expenses Total
Employee benefit expenses
Salaries and wages $ 569,506 $ 92,694 $ 662,200
Labor and health insurance
premiums 51,392 9,295 60,687
Pension expenses ( 35,545) ( 7,424) ( 42,969)
Remuneration of directors - 3,880 3,880
Other personnel expenses 8,529 2,878 11,407
Depreciation expenses 463,261 43,563 506,824
Amortization expenses 9,745 43,410 53,155
Function 2019
Operating costs Operating expenses Total
Employee benefit expenses
Salaries and wages $ 629,956
$
98,353 $ 728,309
Labor and health insurance
premiums 67,065
10,049 77,114
Pension expenses 28,536
4,794 33,330
Remuneration of directors -
3,880 3,880
Other
employee
benefit
expenses 12,883
2,826 15,709
Depreciation expenses 513,320
35,232 548,552
Amortization expenses 11,100
29,644 40,744
  • 1) According to the Company's Articles of Incorporation, if the Company makes a profit at the end of the year, at least 1% of the balance shall be allocated for employee compensation and no more than 1.5% for the remuneration of directors. However, when the Company still has accumulated losses, it shall reserve an amount to compensate the losses.

  • 2) The Company's estimates for 2020 and 2019 employee compensation and directors' remuneration are based on the profitability of the years. The employee compensation was estimated at 2.04% and 1.31%, and the remuneration of directors was estimated at 1.50% and 0.96%, respectively. The estimated amounts of employee compensation were $3,000 and $3,000, respectively; the estimated amounts of directors’ remuneration were $2,200 and $2,200, respectively, and the said amounts were accounted for under salaries and wages.

  • 3) The amounts of the employee compensation and the remuneration of directors and supervisors for 2019 approved by the board of directors were the same as the

  • 251 -

amounts recognized in the 2019 financial statements. They were $3,000 and $2,200, respectively and all paid in cash.

  • 4) The information on employee compensation and the remuneration of directors approved by the board of directors of the Company is available on the MOPS.

  • 5) The Company's number of employees was 1,001 and 1,318, respectively as of the end of 2020 and 2019, and the number of directors who did not serve as employees concurrently was both 9.

  • 6) The Company's stock has been listed on the Taiwan Stock Exchange, so the following information is additionally disclosed:

    • a) The average employee benefit expenses in 2020 and 2019 were NT$588 and NT$653, respectively.

    • b) The average employee salaries and wages in 2020 and 2019 were NT$559 andNT$556, respectively.

    • c) The average employee salary adjustment is 0.5%.

    • d) The company has set up an audit committee in 2020 and 2019, so there was no remuneration for supervisors.

    • e) The Company's salary and remuneration policy:

      • i. The overall salary and remuneration level of employees is based on external competitiveness and internal fairness with the aim of effectively attracting and retaining talents.

      • ii. Employee salary and remuneration is linked with the performance management system to motivate employees to develop, and drive the Company's positive development.

      • iii. The Company's long-term and short-term goals, individual dedication time, positions held, and overall work performance are connected to motivate employees.

      • iv. A remuneration committee is set up to effectively measure the overall salary and remuneration of the Company’s directors and managers.

    • f) The Company consolidated its production lines and optimized production efficiency in 2020. As a result, the Company recognized employee resignation related expenses for NT$107,797 due to the streamlining of personnel in 2020 and was accounted for under operating costs.

  • z. Income tax

  • 1) Income tax expense

    • a) Components of income tax expense:
tax expense
mponents of income tax expense:
tax expense
mponents of income tax expense:
Current income tax:
Income
tax
overestimates/underestimates
for prior years
($ Deferred income tax:
Initial recognition and reversal
of temporary differences

Effect of tax rate changes

Income tax expense
$
2020
67)
30,576
-
30,509
$
2019
-
9,609
-
9,609
$ $
  • 252 -

b) The amount of income tax related to other comprehensive income:

Share
of
other
comprehensive income on
associates
($ Remeasurement of defined
benefit obligations

$
Share
of
other
comprehensive income on
associates
($ Remeasurement of defined
benefit obligations

$
2020
128) ($ 369
(
241
($
2020
128) ($ 369
(
241
($
2019
210)
2,802)
3,012)
$
($

2) Reconciliation between income tax expense and accounting profit

Income tax calculated based on
income before tax and statutory
tax rate
Expenses which shall be excluded
in accordance with the provisions
of the tax law
Income on which income tax shall
be levied according to tax law
Items
exempt
from
taxation
according to the tax law
Unrealized gains or losses on
financial assets that are not
taxable
Temporary
differences
not
recognized in deferred income tax
assets
Taxable loss not recognized in
deferred income tax assets
Change in realizability evaluation
of deferred income tax liabilities
Income
tax
overestimates/underestimates for
prior years
Income tax expense
$

(

(


(
$

(

(


(
2020
28,316
1,845

804

54,778)
28,114
53,621)
11,494
68,402
67)
30,509
$

(
(


(
2019
47,663
325
419
2,803)
21,367)
41,111
-
55,739)
-
9,609

$
$
  • 253 -

  • 3) The amount of deferred income tax assets or liabilities that arise from temporary differences and tax losses are set out below:

Deferred in come tax assets:
- Temporary differences:
Over-limit of allowance for loss
Inventory valuation loss
Compensation for unused annual leave
Unrealized exchange loss
Remeasurement of defined benefit
obligations
Unrealized sales gains
-Tax losses
Subtotal
Deferred income tax liabilities
- Temporary differences:
Unrealized sales losses
Provision for land value increment tax
Others
Subtotal
Total
2020
January 1
Recognized in
profit or loss
Recognized in
other
comprehensiv
eincome
$111,400
($ 83,938)
$ -
29,101 ( 606)
-
7,193
( 2,742)
-
9,313
3,452
-
14,197
- 369
-
21,766
-
77,381
30,935
-
$248,585
($ 31,133)
$ 369
($ 557)
$ 557
$ -
( 21,379)
-
-
( 18)
-
-
($ 21,954)
$ 557
$-
$226,631
($ 30,576)
$ 369
December 31
$ 27,462
28,495
4,451
12,765
14,566
21,766
108,316
$217,821
$ -
( 21,379)
( 18)
($ 21,397)
$196,424
December 31
$ 27,462
28,495
4,451
12,765
14,566
21,766
108,316
$217,821
$ -
( 21,379)
( 18)
($ 21,397)
$196,424

(
2019
January 1
Recognized in
profit or loss
Recognized in
other
comprehensive
income
Deferred in come tax assets:
- Temporary differences:
Over-limit of allowance for loss
$115,524
($ 4,124)
$ -
Inventory valuation loss
25,503
3,598
-
Compensation for unused annual leave
7,629 ( 436)
-
Unrealized exchange loss
3,471
5,842
-
Remeasurement of defined benefit
obligations
17,192 ( 193)
( 2,802)
-Tax losses
91,525
( 14,144)
-
Subtotal
$260,844
($ 9,457)
($ 2,802)
December 31
$111,400
29,101
7,193
9,313
14,197
77,381
$248,585
  • 254 -

2019

2019
Deferred income tax liabilities
- Temporary differences:
Unrealized sales losses
Provision for land value
increment tax
Others
Subtotal
Total
January 1
($ 405)
( 21,379)
( 18)
($ 21,802)
$239,042
Recognized in
profit or loss
Recognized in
other
comprehensive
income
($ 152)
$ -
-
-
-
-
($ 152)
$-
($ 9,609)
($ 2,802)
December 31
($ 557)
( 21,379)
( 18)
($ 21,954)
$226,631
  • 4) The validity period of the Company's unused tax loss carryforwards and the relevant amounts of unrecognized deferred income tax assets are as follows:

December 31, 2020

December 31, 2020
Year of occurrence
2011
2013
2014
2015
2016
2017
2018
2020
Declared/Approved
amount
Approved amount
'
'
'
'
'
'
Estimated amount
Amount of unused
tax loss
carryforwards
$ 1,269,401
1,396,315
792,870
1,242,438
2,413,223
570,239
674,553
57,472
$ 8,416,511
Amount of
unrecognized
deferred income tax
assets
$ 1,189,982
1,296,877
638,449
1,034,133
2,413,223
570,239
674,553
57,472
$ 7,874,928
Final year the
carryforwards are






$






due
2021
2023
2024
2025
2026
2027
2028
2030

$

December 31, 2019

December 31, 2019
Year of occurrence
2010
2011
2013
2014
2015
2016
2017
2018
Declared/Approved
amount
Approved amount
'
'
'
'
'
'
Declared amount
Amount of unused
tax loss
carryforwards
$ 3,421,887
1,269,401
1,396,315
792,870
1,242,438
2,413,223
570,239
674,553
$11,780,926
Amount
of
unrecognized
deferred income tax
assets
$ 3,034,980
1,269,401
1,396,315
792,870
1,242,438
2,413,223
570,239
674,553
$ 11,394,019
Final year the
carryforwards are




$






due
2020
2021
2023
2024
2025
2026
2027
2028
  • 255 -

  • 5) Deductible temporary differences that are not recognized in deferred income tax assets:

December 31, 2020 December 31, 2019 Deductible temporary differences $11,117,466 $11,525,054

  • 6) The profit-seeking enterprise income tax returns filed by the Company up to 2018 have been approved by the tax collection authorities:

aa. Earnings per share

rnings per share
Basic earnings per share
Net profit
Diluted earnings per share
Net profit
Potential effect of dilutive
ordinary shares
Employee compensation
Current
net
profit
plus
potential effect of ordinary
shares
Basic earnings per share
Net profit
Diluted earnings per share
Net profit
Potential effect of dilutive
ordinary shares
Employee compensation
Current
net
profit
plus
potential effect of ordinary
shares
2020
Amount after tax
Weighted average
number of
outstanding
shares (thousand
shares)
Earnings per share
(NT$)
1,158,881
$ 0.10
1,158,881
423
1,159,304
$ 0.10
Number of
outstanding
shares adjusted
retrospectively
(thousand shares)
(Note)
Earnings per
share (NT$)
1,158,881
$ 0.20
1,158,881
373
1,159,254
$ 0.20
$ 111,073
111,073
-
$ 111,073
2019
Amount after tax
$ 228,705
228,705
-
$ 228,705
1,158,881
1,158,881
373
1,159,254

Note: The retrospective adjustment of the number of outstanding shares above has been conducted based on the proportion of capital reduction in 2019.

  • 256 -

bb. Additional information on cash flows

Investing activities with only partial cash payments:

  • 1) Property, plant and equipment and prepayments for equipment (listed in other non-current assets)
non-current assets)
Acquisition of property, plant and
equipment
Prepayments
for
purchase
of
equipment
Add: Payable, beginning of period
Less: Payable, end of period
Cash paid for current period
2) Intangible assets:
Acquisition of intangible assets
Add: Payable, beginning of period
Less: Payable, end of period
Cash paid for current period
2020
$ -
112,955
50,922
( 60,922)
$ 102,955
2020
$ 18,977
85,930
( 425)
$ 104,482
2019
$ 4,490
169,835
43,086
( 50,922)
$ 166,489
2019
$ 89,774
-
( 85,930)
$ 3,844

cc. Changes in liabilities from financing activities

2020

January 1
Changes
in
cash
flow
from
financing
activities
Other non-cash
changes
December 31
January 1
Changes in cash
flow
from
financing
activities
Other non-cash
changes
December 31
Short-term
borrowings
Long-term
borrowings
(including due
within one year or
one operating cycle)
Lease
Short-term
borrowings
Long-term
borrowings
(including due
within one year or
one operating cycle)
Lease
Short-term
borrowings
Long-term
borrowings
(including due
within one year or
one operating cycle)
Lease
liabilities
Total liabilities from
financing activities
liabilities
Total liabilities from
financing activities
liabilities
Total liabilities from
financing activities


$ 150,000
$ 2,360,460
( 39,659)
( 230,460)
-
-
$ 110,341
$ 2,130,000
2019
Short-term
borrowings
Long-term
borrowings
(including due
within one year or
one operating cycle)
Lease
$ 22,324
( 12,896)
2,506
$ 11,934
liabilities
(
$ 250,000
( 100,000)
-
$ 150,000
$ 3,108,400
( 747,940)

-
$ 2,360,460

(
$ 33,151
13,265)
2,438
$ 22,324
(
$ 3,391,551
861,205)
2,438
$ 2,532,784

  • 257 -

7. Related-Party Transactions

a. Name and relationship of related parties

ame and relationship of related parties
Relationship with the
Names of related party Company
Sun Q Corporation Limited (Sun Q) Subsidiaries
Transtouch Technology Inc. (Transtouch)
Deltamac (Taiwan) Co., Ltd. (Deltamac)
Benmeng Optoelectronics Co., Ltd. (Benmeng) (Note 1)
Asia 1 Entertainment Co., Ltd. (Asia 1 Entertainment)
CMC Movie Corporation (CMC Movie)
CHC International Investment Corporation
CMC Entertainment Holding Corporation (CMC Entertainment)
Sun Well Solar Corporation (Sun Well)
CMC Entertainment Hub Corporation (CMC Entertainment Hub)
Fortune (Jiangsu) Multimedia Co., Ltd.
FJKL Technology (Suzhou) Corporation (FJKL Suzhou) (Note 2)
Com In Dim Corporation (Com In Dim)
Taiwan Net Co. Ltd. (Taiwan Net)
Jet-Thai Hi-Tech Co. Ltd.Jet-Thai
Hotan Corp.Hotan
EMC Investment Holding Ltd. (EMC H)
Verbatim Americas LLC. (VUS) (Note 3)
Verbatim Australia Pty. Ltd. (VAU) (Note 3)
Verbatim GmbH (VGmbH) (Note 3)
Verbatim (Hong Kong) Limited (VHK) (Note 3)
Verbatim Japan (VJP)
Vie Show Cinemas Co., Ltd. (Vie Show Cinemas) Associate
C & Multi Enterprise Corp. (C & Multi) Other related parties
  • Note 1: On March 4, 2020, the board of directors resolved to sell the equity, and the settlement was completed on March 5, 2020, over which the Company lost control. Therefore, it was no longer a related party of the Company from this year.

  • Note 2: The liquidation was completed in 2019.

  • Note 3: Please refer to Note 6(7)1(3) for details.

  • 258 -

  • b. Significant transactions with related parties 1) Operating revenue

perating revenue
Sales
Subsidiary - VJP
-VUS
-Others
Other related parties
Associate
$


2020
987,241
457,972
622,039
-
285

2,067,537
$


2019
-
-
220,489
2,719
238
223,446
$ $

The Company's transaction price for related parties is equivalent to that for non-related parties; the payment term for overseas subsidiaries is 60 to 120 days after the arrival of goods. The payment term for general overseas customers is 30 to 120 days after the arrival of goods, and for general domestic customers, it is open account (O/A) with net 90 to 120 days.

2) Purchases

Purchases of goods:
Subsidiaries
$ 2020
147,654
$ 2019
352,803

The goods are purchased from subsidiaries in accordance with general business terms and conditions.

  • 3) Trade receivable from related parties
a) Notes receivable
Trade receivable from related
parties:
Subsidiary - Sun Well
Other related parties - C &
Multi
December 31, 2020
$ -
-

$-
December 31, 2019
$ 3,866
464
$ 4,330
  • 259 -

b) Accounts receivable

Trade receivable from related
parties:
Subsidiary - VJP
-
Yongxing
Multimedia
-VUS
-VGmbH
-VHK
-Hotan
-Others
Other related parties
Loss allowance
December 31, 2020
$ 491,102
86,387
78,469
57,310
45,789
2,698
2,747
-
( 1,278)
$ 763,224
December 31, 2019
$ -
23,616
118,365
75,432
23,851
31,134
1,640
1,196
-
$ 275,234

The trade receivable from related parties mainly come from the sales of goods, and there is no significant difference in the payment terms from those in general transactions, which is O/A with net 30–120 days. There is no mortgage and interest borne on receivables.

  • 4) Trade payables
orne on receivables.
rade payables
Subsidiary - Yongxing Multimedia
-VJP
December 31, 2020
$ 4,761
2,604
$ 7,365
December 31, 2019

$ 7,749
-
$ 7,749

Trade payable to related parties mainly come from purchase transactions and are due 90 days after the date of purchase. There is no interest borne on trade payable.

  • 5) Financial asset transaction

  • a) The Company conducted cash capital increase for subsidiary CMC Entertainment Hub (listed in investment using the equity method) in the amount of NT$40,000 in 2020.

  • b) The total refund from capital reduction by the Company's subsidiary Zhong Jia in 2019 (listed in investment using the equity method) was NT$700,000.

  • c) The Company sold a total of 536,000 shares of Hexawave, Inc. (listed in financial assets at FVTOCI - non-current) to its subsidiaries in 2019. The proceeds from the disposal were NT$6,222, and there was no gains or losses on the disposal.

  • 260 -

6) Asset transactions:

Subsidiary - EMCH
-VJP
-Others
Total
Financial statement account
Franchise (listed in
intangible assets)
Machinery and equipment
Other non-current assets
Machinery and equipment
2020
Acquisition price
$ -
12,309
1,496
168
$ 13,973




2019
Acquisition price
$ 85,930
-
-
-
$ 85,930
  • 7) Other income

a) Rental income

income
ental income
Subsidiary - Transtouch
-Others
$ 2020
20,274
3,487
23,761
$
$
2019
21,222
3,787
25,009

$

b) Other income

Subsidiaries $ 2020
8,158
$ 2019
8,556
  • 8) Lending of funds - related parties

a) Loans to related parties (list in other receivables-related parties)

Subsidiary - Sun Well
EMCH
- Sun Q
Less: Allowance for loss

nterest revenue
Subsidiary - Sun Well
EMCH
December 31, 2020

$ 1,175,300
213,560

329,389

( 329,389)
(
$ 1,388,860
2020
$ 19,980

6,732

$ 26,712
December 31, 2019
$ 1,175,300
689,770
329,389
329,389)
$ 1,865,070
2019
$ 21,351
257
$ 21,608

$

(

$


$ $

$

$

$
$

b) Interest revenue

The funds lent to subsidiaries shall be recovered within 1 year after the funds were lent as agreed. The interest on the funds lent for 2020 and 2019 is based on an annual interest rates of 1.55%–1.7% and 1.7%–2.215%, respectively.

  • 261 -

9) Other receivables

Subsidiaries
Less: Allowance for loss
December 31, 2020
$ 96,779
( 69,624)

$ 27,155
December 31, 2019
$ 83,380
( 69,104)
$ 14,276

For other receivables from subsidiaries, they are mainly for the income from receivables for outsourced processing services.

10)Other payables

Subsidiary - EMCH
-VJP
-Others
December 31, 2020
$ -
22,585
3,006
$ 25,591
December 31, 2019
$ 85,930
-
3,157
$ 89,087

Other payables to subsidiaries mainly include payables for equipment, intangible assets, and hardware parts.

11)Endorsements and guarantees provided

As of December 31, 2020 and 2019, the balance of endorsements and guarantees provided by the Company to some subsidiaries is as follows:

Subsidiary - Benmeng (Note) December 31, 2020
$-
December 31, 2019
$ 100,000

Note: Please refer to Note 1 in Note 7(1) for details.

c. Information on the remunerations of the key management:

Salaries
and
other
short-term
employee benefits
Post-employment benefits

Total
$ 2020
19,626
449

20,075
$ 2019
16,905
449
17,354
$ $
  • 262 -

8. Pledged Assets

Details on the Company's assets pledged as collateral are as follows:

Asset items
Time deposits pledged
(listed
in
financial
assets
at
amortized cost - current)
Listed stocks (listed in financial
assets measured at FVTPL -
non-current
and
investments
accounted for using the equity
method)
Property, plant and equipment
Investment property



Carrying amount
December 31,
2020
December 31,
2019
$ 2,400
$ 8,400
1,336,478
432,512
2,791,879
2,818,325
85,834
88,108
$ 4,216,591
$ 3,347,345
Purpose of
collateral
Bank
borrowings



$



$
  • 263 -

9. Significant contingent liabilities and unrecognized contractual commitments

  • a. Contingencies: N/A.

  • b. Commitments:

  • 1) Capital expenditure for contracts signed but not effective is as follows

Property, plant and equipment December 31, 2020
$ 20,502
December 31, 2019
$ 20,775
  • 2) The Company signed license agreements for relevant optical disc products with Pioneer Corporation, HP Inc., and One-Blue LLC, and paid royalties to the companies in installments based on the sales volume of the relevant products or in installments.

10. Major Disaster Loss

None.

11. Material events after the balance sheet date

Please refer to Note 6(18)6 for the earnings distribution proposal for 2020 proposed by the board of directors on March 25, 2021.

12. Others

a. Capital management

The Company's capital management objectives are to ensure that the Company can continue as a going concern, maintain the best capital structure to reduce capital cost, and provide dividends to shareholders.

  • 264 -

b. Financial instruments

1) Type of financial instruments
Financial assets
Financial assets at fair value
through profit or loss (FVTPL)
Financial assets mandatorily at
fair value through profit or loss
Financial assets at FVTOCI
Investment in designated equity
instruments selected
Financial assets measured at
amortized
cost/loans
and
receivables
Cash and cash equivalents
Financial assets at amortized cost
- current
Notes receivable

Trade receivable
Other receivables
Refundable deposits (listed in
other non-current assets)
Financial liabilities
Financial liabilities measured at
amortized cost
Short-term borrowings
Notes payable
Trade payables
Other payables
Long-term borrowing (including
due within one year or one
operating cycle)
Guarantee
deposits
received
(listed in other non-current
liabilities)
Lease liabilities
December 31, 2020
$ 4,608,212
$ 47,441
$ 759,771
2,400
242
1,155,525
1,582,507
5,053
$ 3,505,498
$ 110,341
86,349
349,576
440,689
2,130,000
6,048
$ 3,123,003
$ 11,934
December 31, 2019
$ 3,632,508
$ 32,160
$ 1,101,394
8,400
5,424
1,210,373
2,033,455
5,531
$ 4,364,577
$ 150,000
321,338
212,924
389,643
2,360,460
5,223
$ 3,439,588
$ 22,324

2) Risk management policy

  • 265 -

  • a) The Company's daily operations are affected by a number of financial risks, including market risks (including exchange rate risk, interest rate risk, and price risk), credit risk, and liquidity risk. In order to reduce the adverse effects of uncertainty on the financial performance of the Company, the Company engages in forward foreign exchange contracts and currency swap contracts to avoid exchange rate risk. The derivatives traded by the Company are for the purpose of hedging risks and are not used for trading or speculation.

  • b) Risk management is carried out by the Company finance department in accordance with the policies approved by the board of directors. The Company's finance department is responsible for identifying, evaluating, and avoiding financial risks through close collaboration with the Company's operating units. The board of directors has formulated principles for overall risk management, and also provided written policies for specific areas and matters, such as exchange rate risk, interest rate risk, credit risk, the use of derivative and non-derivative financial instruments, and the investment using remaining liquidity.

  • 3) The nature and level of material financial risks

  • a) Market risk

Exchange rate risk

  • i. The Company operates its business transnationally, so it is subject to the exchange rate risk arising from transactions in currencies different from the functional currencies (mainly USD and CNY) used by the Company. The exchange rate risk arises from future business transactions and assets and liabilities recognized.

  • ii. The management of the Company has established policies to regulate the Company's exchange rate risk in relation to its functional currency. The finance department shall hedge against the overall exchange rate risk. The exchange rate risk is measured by expected transactions with USD and CNY expenditures that are highly likely to occur. Forward foreign exchange contracts are used to reduce the impact of exchange rate fluctuations on the expected cost of inventory purchase.

  • iii. The Company uses forward foreign exchange contracts to hedge against exchange rate risk while hedging accounting is not applied.

  • iv. The Company's business involves a number of non-functional currencies (the functional currencies of the Company and some subsidiaries are NTD, while the functional currencies of other subsidiaries are USD and CNY). Therefore, it is affected by exchange rate fluctuations. Information on foreign currency assets and liabilities influenced by significant exchange rate fluctuations is as follows:

December 31, 2020

  • 266 -
(Foreign
currency:
Functional currency)
Financial assets
Monetary items
USD: NTD
JPY: NTD
EUR: NTD
CNY: NTD
Non-monetary items
USD: NTD
Financial liabilities
Monetary items
USD: NTD
JPY: NTD
(Foreign
currency:
Functional currency)
Financial assets
Monetary items
USD: NTD
JPY: NTD
Non-monetary items
USD: NTD
Financial liabilities
Monetary items
USD: NTD
JPY: NTD
currencies
(thousand)
(NTD)

$ 55,085
28.10
$ 1,547,889
119,366
0.2725
32,527
788
34.59
27,257
9,488
4.325
41,036
$ 148,774
28.10
$ 4,180,549
$ 5,935
28.10
$ 166,774
43,465
0.2725
11,844
December 31, 2019
Foreign
currencies
(thousand)
Exchange rate
Carrying Amount
(NTD)
$ 78,823
29.99
$ 2,363,902
151,093
0.2761
41,717
$ 132,224
29.99
$ 3,965,398
$ 3,689
29.99
$ 110,633
30,875
0.2761
8,525
  • 267 -

  • v. The information on unrealized exchange gains or losses on Company's monetary items influenced by significant exchange rate fluctuations is as follows:

(Foreign currency: Functional
currency)
Financial assets
Monetary items
USD: NTD
JPY: NTD
EUR: NTD
CNY: NTD
Financial liabilities
Monetary items
USD: NTD
JPY: NTD
(Foreign currency: Functional
currency)
Financial assets
Monetary items
USD: NTD
JPY: NTD
Financial liabilities
Monetary items
USD: NTD
JPY: NTD
Foreign
currencies
(thousand)
2020
Exchange gains or losses


Exchange rate
Carrying amount
$ -
28.10
($ 104,110)
-
0.2725
( 430)
-
34.59
749
-
4.325
285
$ -
28.10
($ 11,217)
-
0.2725
( 157)
2019
Exchange gains or losses
Foreign
currencies
(thousand)
Exchange rate
Carrying amount
$ -
29.99
$ 58,723
-
0.2761
196
$ -
29.99
$ 2,748
-
0.2761
40
  • 268 -

vi. The Company's foreign currency market risk analysis due to significant influence of exchange rate fluctuations is as follows:

(Foreign currency:
Functional currency)
Financial assets
Monetary items
USD: NTD
JPY: NTD
EUR: NTD
CNY: NTD
Financial liabilities
Monetary items
USD: NTD
JPY: NTD
(Foreign currency:
Functional currency)
Financial assets
Monetary items
USD: NTD
JPY: NTD
Financial liabilities
Monetary items
USD: NTD
JPY: NTD
Exchange rate
band
1
%
1
%
1
%
1
%
1
%
1
%
Exchange rate
band
1
%
1
%
1
%
1
%
2020
Sensitivity analysis
Effect on profit
and loss
Effect on other
comprehensive income
$ 15,479
$ -
325
-
273
-
410
-
$ 1,668
$ -
118
-
2019
Sensitivity analysis
Effect on profit
and loss
Effect on other
comprehensive income
$ 23,639
$ -
417
-
$ 1,106
$ -
85
-

$
$
  • 269 -

Price risk

  • i. The Company's equity instruments exposed to price risk are financial assets held at FVTPL and financial assets at FVTOCI. To manage its price risk arising from investments in equity instruments, the Company diversifies its portfolio. Diversification of the portfolio is conducted in accordance with limits set by the Company.

  • ii. The Company primarily invests in equity instruments and open-end funds issued by domestic companies, and the price of such equity instruments is affected by the uncertainty of the future value of the investment target. If the price of said equity instruments rose or fell by 1%, with all other factors remaining unchanged, the net income after tax for 2020 and 2019 would have increased or decreased by NT$46,079 and NT$36,325, respectively, due to the gains or losses on equity instruments at FVTPL, and the other comprehensive income would have increased or decreased by NT$474 and NT$322 for 2020 and 2019, respectively, because of the gains or losses on the equity instrument investment at FVTOCI .

Interest rate risk of cash flow and fair value

  • i. The Company's interest rate risk mainly comes from long-term borrowings issued at floating interest rates, exposing the Group to the interest rate risk of cash flow. In 2020 and 2019, the Company's loans taken out at floating interest rates were mainly denominated in NTD, USD, and CNY.

  • ii. The Company's loans are measured at amortized cost and the annual interest rate will be repriced every year according to the contracts. Therefore, the Company is exposed to the risk of future market interest rate changes.

  • iii. When the NTD borrowing interest rate rose or fell by 0.25%, while all other factors remained unchanged, the net income (loss) after tax would have decreased or increased by NT$4,260 and NT$5,901 in 2020 and 2019, respectively, as the interest expenses would change with the floating interest rates for the borrowings.

b) Credit risk

  • i. The credit risk of the Company is the risk of financial loss suffered by the Company arising from the failure of customers or counterparties of financial instruments to fulfill contractual obligations. It mainly comes from counterparties' inability to settle the contractual cash flow of trade receivable in accordance with the payment terms.

  • ii. The Company has established credit risk management from the Company's perspective. For banks and financial institutions with whom it is dealing, only those with good credit ratings can be accepted as transaction counterparties. In accordance with the internal credit policy, the Company must conduct management and credit risk analysis of each new customer before deciding payment and delivery terms and conditions. The internal risk control system evaluates the credit quality of customers by considering their financial positions, past experience, and other factors. Individual risk limits are set by the board of directors based on internal or external ratings, and the drawdown of credit limits is regularly monitored.

  • iii. The Company adopts IFRS 9 to set the premise and assumption that when a contract payment is overdue for more than 90 days according to the

  • 270 -

agreed payment terms, it is deemed to have been in default.

  • iv. The Company adopts IFRS 9 to set the following assumptions as the basis for judging whether the credit risk of financial instruments has increased significantly since initial recognition:

When a contract payment is overdue for more than 30 days in accordance with the agreed payment terms, it is deemed that the credit risk of a financial asset has increased significantly since the initial recognition.

  • v. The Company groups customers' trade receivable according to the customers' characteristics, and adopts a simplified approach to estimate expected credit losses based on a provision matrix and the loss rate method.

  • vi. After the recourse procedures, the Company writes off the amount of financial assets that cannot be reasonably expected to be recovered. However, the Company will continue to carry out the legal recourse procedures to preserve the creditor's rights. As of December 31, 2020 and 2019, the Company had no claims that had been written off nor recourse activities underway.

  • vii.

  • (i) The Company has included forward-looking considerations for the future global business information and adjusted the loss rate established based on historical and current information for a specific period to estimate the loss allowance for the notes and trade receivable of customers with general credit ratings (including related parties). The provision matrix as of December 31, 2020 and 2019 is as follows:

as follows:
December 31, 2020
Not past due
Overdue for 1–30 days
Overdue for 31–60 days
Overdue for 61–90 days
Overdue for 91–180 days
Overdue for more than 180 days
Total
December 31, 2019
Not past due
Overdue for 1–30 days
Overdue for 31–60 days
Overdue for 61–90 days
Overdue for 91–180 days
Overdue for more than 180 days
Total
Expected loss rate
0.5%
2.7%
4.4%
8.5%
10.6~22.4%
26.7~100%
Expected loss rate
0.5%
2.7%
4.4%
8.5%
10.6~22.4%
26.7~100%
Total carrying amount
$30,103
8,865
4,142
2,231
23,928
163,543
$232,812
Total carrying amount
$80,870
42,737
36,822
17,138
76,893
10,274
$264,734
Loss allowance
($151)
(239)
(182)
(190)
(4,057)
(93,203)
($98,022)
allowance
($404)
(1,154)
(1,620)
(1,457)
(12,863)
(10,274)
($27,772)
Total
$29,952
8,626
3,960
2,041
19,871
70,340
$134,790
Loss
Total
$80,466
41,583
35,202
15,681
64,030
-
$236,962

(ii) For customers with good credit ratings, the Company adopts the

  • 271 -

loss rate method to calculate the expected credit loss because the expected credit impairment is not significant. The expected loss rate is 0.2%. The total amount of trade receivable as of December 31, 2020 and 2019 was NT$1,022,772 and NT$980,245, respectively, and the loss allowance was NT$1,795 and NT$1,410, respectively.

viii. The table of the changes in the Company's simplified loss allowance for notes and trade receivable (including related parties), other trade receivable (including related parties), and overdue receivables is as follows:

2020

January 1
Impairment
loss
Reversal
of
impairment
loss

Write-off
of
unrecoverable
accounts

December 31
January 1
Impairment loss
Reversal
of
impairment loss
December 31
Notes
receivable and
trade
receivable
(including
related parties)
Other
receivables
(including
related parties)
Notes
receivable and
trade
receivable
(including
related parties)
Other
receivables
(including
related parties)
Overdue
receivables
Total
Overdue
receivables
Total
Overdue
receivables
Total
$ 29,182
72,669

-

( 2,034)

$ 99,817
2019
Notes
receivable and
trade
receivable
(including
related parties)
r
$ 406,914
520

-
(
-
$ 407,434
Other
eceivables
$545,725
$ 981,821
-
73,189
201)
( 201)
( 494,969)
( 497,003)
$ 50,555
$ 557,806
Overdue
receivables
Total

$ 557,806

Total
$ 25,930
3,252
-
$ 29,182
$ 406,914
-
-

$ 406,914
$553,999
-
( 8,274)
$545,725
$ 986,843
3,252
( 8,274)

$ 981,821

In the losses recognized in 2020 and 2019, the impairment (losses) gains arising from receivables from customer contracts were NT$72,468 and NT$5,022, respectively.

  • c) Liquidity risk

  • i. The cash flow forecast is executed by each operating entity in the Company and is compiled by the Group’s finance department. The Company's finance department monitors the forecast of the Company's liquidity requirements to ensure that it has sufficient funds to meet operational needs.

  • 272 -

  • ii. In the table below, The Company's non-derivative financial liabilities are grouped according to their relevant maturity dates, and are analyzed based on the remaining period from the balance sheet date to the contractual maturity date. The contractual cash flow amounts disclosed in the table below are undiscounted amounts.

Non-derivative
financial liabilities:
December 31, 2020
Short-term
borrowings
Notes payable
Trade payables
Other payables
Lease liabilities
Long-term
borrowings
(including due
within one year or
one operating cycle
and estimated
interest accrued)
Guarantee deposits
received (listed in
other non-current
liabilities)
Non-derivative
financial liabilities:
December 31, 2019
Short-term
borrowings
Notes payable
Trade payables
Other payables
Lease liabilities
Long-term
borrowings
(including due
within one year or
one operating
cycle and
estimated interest
accrued)
Guarantee deposits
received (listed in
other non-current
liabilities)
Within 1 year
$ 110,341

86,349

349,576

440,689

10,072

570,948

-

Within 1 year
$ 150,000

321,338

212,924

389,643

11,916

911,406

-
1-2 years
2-5 years
$ -
$ -
-
-
-
-
-
-
1,980
-
587,991
1,016,333
1,455
916
1-2 years
2-5 years
$ -
$ -
-
-
-
-
-
-
8,772
1,980
697,372
819,992
630
916
Over 5 years
$ -
-
-
-
-
-
3,677
Over 5 years
$ -
-
-
-
-
-
3,677
  • 273 -

  • c. Fair value information:

  • 1) The fair value levels of the financial instruments and non-financial instruments measured using the valuation technique are defined as follows:

    • Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities on the measurement date. An active market refers to a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the listed stocks and beneficiary certificates invested by the Company belong to this level.

    • Level 2: Inputs, other than quoted market prices within level 1 that are observable, either directly or indirectly for assets or liabilities. The fair value of most of the derivatives invested by the Company belongs to this level.

    • Level-III: Unobservable asset or liability inputs. The equity instruments without active markets invested by the Company belong to this level.

  • 2) Financial instruments not measured at fair value

The carrying amounts of the Company's financial instruments not measured at fair value, including cash and cash equivalents, financial assets at amortized cost, notes receivable, trade receivable, other receivables, refundable deposits (listed in other non-current assets), overdue receivables (listed in other non-current assets), short-term borrowings, notes payables, trade payables, other payables, long-term borrowings (including due within one year or one operating cycle), and guarantee deposits received (listed in other non-current liabilities), are reasonable approximations of the fair values.

  • 3) Financial and non-financial instruments measured at fair value are classified by the Company based on the nature, characteristics, risk, and the level of fair value of assets and liabilities. The relevant information is as follows:

  • a) The Company's classification is based on the nature of assets and liabilities. The relevant information is as follows:

December
31,
2020
Assets
Fair value on a
recurring basis
Financial assets
at fair value
through profit
or
loss
(FVTPL)
Equity
securities
Derivative
instruments
Financial assets
at FVTOCI
Equity
securities
Total

Level 1
$ 4,607,911
-
-
$ 4,607,911
Level 2
$ -
301
-
$ 301
Level 3
$ -
-
47,441
$ 47,441
Total
$4,607,911
301
47,441
$4,655,653
  • 274 -

December 31, Level 1 Level 2 Level 3 Total 2019 Assets Fair value on a recurring basis Financial assets at fair value through profit or loss (FVTPL) Equity $ 3,632,508 $ - $ - $3,632,508 securities Financial assets at FVTOCI Equity securities - - 32,160 32,160 Total $ 3,632,508 $ - $ 32,160 $3,664,668

  • b) The methods and assumptions used by the Company to measure fair value are explained as follows:

  • i. The market quoted prices adopted by the Company as fair value inputs (i.e. Level 1) are listed below by characteristics:

Market quoted prices

Listed Stocks Closing price

  • ii. Except for the above-mentioned financial instruments with active markets, the fair value of other financial instruments is obtained through valuation techniques or with reference to the quoted prices of counterparties.

  • iii. When evaluating non-standard and less complex financial instruments, the Company adopts the valuation techniques widely used by market participants. The parameters used in the valuation models for such financial instruments are usually market observable information.

  • iv. The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present discounted value techniques and option pricing models. Forward exchange contracts are usually valued based on current forward exchange rates.

  • v. The output of the valuation models is an estimated value, and the valuation techniques may not reflect all the relevant factors of the financial instruments and non-financial instruments held by the Company. Therefore, the estimated value of the valuation models will be appropriately adjusted according to additional parameters.

  • 4) There were no transfers between Level 1 and Level 2 fair value in 2020 and 2019.

  • 5) The table below shows the changes in Level 3 fair value in 2020 and 2019:

January 1
Increase for the current period
Decrease for the current period
Listed
in
unrealized
gain/loss
on
investments in equity instruments at
FVTOCI
December 31
2020
Equity instruments
$ 32,160
-
( 1,934)
17,215
$ 47,441
2019
Equity instruments
$ 31,860
4,471
( 15,299)
11,128
$ 32,160
  • 275 -

  • 6) There were no transfers into or out of Level 3 fair value in 2020 and 2019.

  • 7) In the Company's valuation process for fair value classified as Level 3, the strategic investment department is responsible for independent fair value verification for financial instruments, uses data from independent sources to make the valuation results close to the market level, and confirms that the source of the data is independent, reliable, consistent with other resources, and representative of the executable price, while regularly calibrating the valuation model, updating the inputs and data required by the valuation model, and making any other necessary fair value adjustments to ensure that the valuation results are reasonable.

  • 8) The quantitative information on the significant unobservable inputs of the valuation model used in the Level 3 fair value measurement and the sensitivity analysis of the significant unobservable input change are explained as follows:

Fair value on
December 31,
2020
Valuation
techniques
Valuation
techniques
Significant
unobservable
inputs
Interval
(weighted
average)
Relationship
between input
and fair value
Relationship
between input
and fair value
Non-derivative equity instruments:
Unlisted stocks $46,575 Comparable Price-to-earnings N/A The higher the
public ratio, price-to-book multiple, the
company ratio,
enterprise
higher the fair
approach value-to-operating value;
income
ratio,
enterprise The higher the
value-to-earnings discount for
before
interest,
market liquidity,
taxes, depreciation, the
lower
the
and
amortization
fair value.
ratio, and lack of
market
liquidity
discount
Stocks of 866 Net asset N/A N/A N/A
venture capital value
companies method
Fair value on
December 31,
2019
Valuation
techniques
Significant
unobservable
inputs
Interval
(weighted
average)
Relationship
between input
and fair value
Non-derivative equity instruments:
Unlisted stocks $28,579 Comparable Price-to-earnings N/A The higher the
public ratio, price-to-book multiple, the
company ratio,
enterprise
higher the fair
approach value-to-operating value;
income
ratio,
enterprise The higher the
value-to-earnings discount for
before
interest,
market liquidity,
taxes, depreciation, the
lower
the
and
amortization
fair value.
ratio, and lack of
market
liquidity
discount
Stocks of 3,581 Net asset N/A N/A N/A
venture capital value
companies method
  • 9) The Company has selected valuation model and valuation parameters after careful evaluation, but different valuation results may occur due to the use of different valuation models or valuation parameters.

  • 276 -

13. Supplementary Disclosures

a. Information on significant transactions

  • 1) Loans to others: Table 1.

  • 2) Endorsements/Guarantees provided to others: Table 2.

  • 3) Marketable securities held at the end of the period (disclosing those amounting to at least NT$100 million while excluding investment in subsidiaries, associates, and joint ventures): Table 3.

  • 4) Marketable securities acquired or sold amounting to at least NT$300 million or 20% of the paid-in capital: Table 4.

  • 5) Acquisition of real estate amounting to at least NT$300 million or 20% of the paid-in capital: N/A.

  • 6) Disposal of real estate amounting to at least NT$300 million or 20% of the paid-in capital: Table 5.

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 6.

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 7.

  • 9) Trading in derivative instruments: Note 6(2).

  • 10) Business relations and important transactions between parent company and subsidiaries and among subsidiaries and amounts: Table 8.

  • b. Information on investees

Information on name and location of investees (disclosing those with original investment amounting to at least NT$200 million at the end of the period while excluding investees in mainland China): Table 9.

  • c. Information on investments in mainland China

  • 1) Basic information: Table 10.

  • 2) Significant transactions with investees in mainland China, either directly or indirectly, through a business in a third region, the prices, payment terms, and unrealized gains or losses: Note 7: Related-party transactions and Note 13(1)10.

Information on major shareholders

Information on major shareholders: Table 11.

14. Segment Information

N/A.

  • 277 -

TABLE 1

CMC Magnetics Corporation and Its Subsidiaries Loans to Others For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

No. (Note
1)
Lender
Borrower
0
The Company
Sun Well
0
The Company
EMCH
1
CMC Movie
Asia 1 Entertainment
2
EMCH
Yongxing
Multimedia
2
EMCH
VJP
3
SuperNet
FJKL
4
Yongxing Electronic
Sun Biotech Limited
5
CMC Entertainment
Asia 1 Entertainment
6
Deltamac
Asia 1 Entertainment
7
Zhong Jia
Asia 1 Entertainment
8
VAU
VHK
F inancial Statement
Account (Note 2)
Other receivables
-Related party
Other receivables
-Related party
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Related
Party
Status
Y
Y
Y
Y
Y
N
Y
Y
Y
Y
Y
Highest Amount
of the Period
(Note 3)
$1,175,300
697,360
34,000
250,090
28,110
10,612
16,502
10,000
19,673
280,000
45,308
Highest Amount
of the Period
(Note 3)
$1,175,300
697,360
34,000
250,090
28,110
10,612
16,502
10,000
19,673
280,000
45,308
Ending Balance (Note 14)
$1,175,300
213,560
34,000
250,090
27,250
-
-
9,883
-
-
13,148
220,000
-
-
Actual Amount Drawn
Down
$1,175,300
213,560
34,000
250,090
27,250

9,883

11,897
217,000
Range of
Interest
Rates (%)
1.7
1.55
1.17
0
0
0
4.35
1.17
2.4
1.5
2.328
Type of
Lending
(Note 4)
Tra
2
$-
2
-
2
-
2
-
2
-
2
-
2
-
2
-
1
2
-
2
-
Tra Amount of
nsaction (Note 5)

2,808
Reason for
Short-term
Financing
(Note 6)
Working
capital
$-
Working
capital
-
Working
capital
-
Working
capital
-
Working
capital
-
Working
capital
-
Working
capital
-
Working
capital
-
Working
capital
Working
capital
-
Working
capital
-
Los s Allowance
Provided
Name
Movable
propert
y
-
-
-
-
-
-
-
25
-
-
-
Collateral
Value
$253,122
-
-
-
-
-
-
-
-
-
-
Limi t for Individual
Borrower
$2,846,486
2,846,486
68,773
557,202
557,202
140,500
47,609
20,302
2,808
300,000
374,806
Total Limit
$7,590,630
7,590,630
68,773
1,485,871
1,485,871
157,071
No
47,609
20,302
154,578
No
1,487,698
374,806
Remarks
Note 7
Note 7
Note 8
Note 10
Note 10
tes 11 and 15
Note 8
Note 8
tes 12 and 16
Note 9
Note 13

o

  • Note 1: The information on funds lent between the Company and its subsidiaries shall be entered as follows:

  • (3) The Company is coded “0”.

  • (4) The subsidiaries are coded sequentially beginning from “1” by each individual company.

  • Note 2: The financial statement accounts including trade receivable from associates, amount receivable from related parties, shareholders' transactions, advance payments, temporary debits, etc.; in the case of lending of funds, this field shall be entered.

  • Note 3: The maximum balance of loans to others in the current year.

  • Note 4: The nature of lending of funds shall be listed as business transactions or necessary for short-term financing.

  • (3) In the case of business transactions, please enter 1.

  • (4) If there is a need for short-term financing, please enter 2.

  • Note 5: If the nature of lending of funds belongs to business transactions, the amount of business transactions shall be entered. The amount of business transactions refers to the amounts of business transactions between the lender and the borrower in the most recent year.

  • Note 6: If the nature of lending of funds belongs to a need for short-term financing, the reasons for the necessity of the lending and the purpose of borrowing, such as repayment of loans, purchase of equipment, or working capital shall be specified.

Note 7: The total funds lent shall be limited to 40% of the current net worth of the lender. For subsidiaries in which the Company holds 50% of the shares directly and indirectly and with which the Company conducts business, the limit on the funds lent to each of said subsidiaries is 15% of the Company's net worth or the total business transaction amount between both parties, whichever is higher. For subsidiaries in which the Company holds 50% of the shares directly and indirectly without business conducted between both parties, the limit on the funds lent to each of said subsidiaries is 15% of the Company's net worth.

  • Note 8: The upper limit on the funds lent is 40% of the current net worth of the lender.

The limit on the funds lent to each entity is 40% of the net worth of the lender.

  • Note 9: The upper limit on the funds lent is 40% of the current net worth of the lender. The limit on the funds lent to each entity shall not exceed NT$300,000.

  • The upper limit on the parent company’s loans to others shall not exceed 40% of the company’s net worth.

  • Note 10: The upper limit on the funds lent is 40% of the current net worth of the lender. The limit on the funds lent to each entity shall not exceed US$10,000 thousand. For subsidiaries in which the Company holds 50% of the shares directly and indirectly without business conducted between both parties, the limit on the funds lent to each of said subsidiaries is 15% of the Company's net worth. For foreign companies in which the parent company holds 100% of the shares directly and indirectly, the upper limit on the funds lent shall not exceed 50% of the Company’s current net worth.

  • Note 11: The upper limit on the funds lent is 40% of the current net value of the lender. For companies in which the Company does not hold 50% of the shares directly or indirectly without business conducted between both parties, the limit on the funds lent to each of said companies shall not exceed US$5,000 thousand.

  • Note 12: The upper limit on the funds lent shall not exceed 40% of the net worth in the current period; if it is a business transaction, it shall not exceed the transaction amount. The "business transaction amount" refers to the purchase or sale of goods between both parties, whichever is higher.

  • Note 13: The upper limit on the funds lent shall not exceed the current net worth of the lender. For the parent company and foreign companies in which the parent company holds 100% of the shares directly and indirectly, the limit on the funds lent shall not exceed the net worth of the Company.

Note 14: The translation is based on the original currency multiplied by the exchange rate at the end of the period.

Note 15: Relevant processing procedures have been reported to the board of directors in accordance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees.

  • Note 16: On March 8, 2021, the Deltamac's board of directors approved an improvement plan to improve the situation of excess of loans to others.

Table 1 Page 1

  • 278 -

TABLE 2

CMC Magnetics Corporation and Its Subsidiaries Endorsements/Guarantees Provided to Others For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Party Endorsed/Guaranteed Party Endorsed/Guaranteed
Actual Cumulative
Maximum Balance of Balance of Amount Endorsements/Guarantee To Entity in
Company Name Limit of Endorsement/Guarante Endorsement/Guarante Drawn Endorsement/Guarantee s to the Net Equity in the Upper Limit of Parent to Subsidiary to Mainland
(Endorsement/Guarante Relationship Endorsement/Guarante e For the Current e, End of Period (Note Down (Note Secured with Latest Financial Endorsements/Guarantee subsidiary parent (Note China (Note
No. (Note 1) e Provider) Company Name (Note 2) e for a Single Entity Period (Note 4) 5) 6) Collateral Statements (%) s (Note 7) 7) 7) Remarks
1 CMC Entertainment CMC Entertainment Hub 4 $15,226 $1,632 $1,632 $ - $ - 3.22 $15,226 N N N Note 3

Note 1: The description of No. column is as follows:

  • (3) The issuer is coded “0”.

  • (4) The investees are coded sequentially beginning from “1” by each individual company.

Note 2: There are seven types of relationships between the endorsement/guarantee provider and the endorsed/guaranteed party. Just enter the code:

  • (8) A company with which it conducts business.

(9) A subsidiary in which the Company holds at least 50% of the voting shares directly and indirectly.

(10) A company that holds at least 50% of the Company's voting shares directly and indirectly.

  • (11) Between companies in which the Company holds at least 90% of the voting shares directly and indirectly.

(12) Between companies in the same industry or joint applicants to undertake projects who are required to provide mutual endorsements/guarantees to the other company in accordance with the contractual terms.

  • (13) Companies that are endorsed and guaranteed by all shareholders based on their shareholding ratios because of a joint investment relationship.

  • (14) The joint guarantee for the performance of a pre-sale property sales contract between entities in the same industry in accordance with the Consumer Protection Act.

  • Note 3: The upper limit of CMC Entertainment endorsements/guarantees to external entities shall not exceed 30% of its net worth of the current period, and the limit of endorsement/guarantee to a single enterprise shall not exceed 30% of its net worth of the current period.

Note 4: The maximum balance of endorsements/guarantees provided to others in the current year.

Note 5: As of the balance sheet date, when the amount of an endorsement/guarantee contract or bill signed by the Company with a bank is approved, the Company shall assume the endorsement/ guarantee responsibility; other relevant endorsements/guarantees shall be included in the endorsement/guarantee balance.

Note 6: The actual amount drawn down by the endorsed/guaranteed company within the endorsement/guarantee balance shall be entered.

Note 7: "Y" shall be entered only for the endorsement/guarantee provided by the publicly listed parent company to subsidiary, by subsidiary to the publicly listed parent company, and to entities in mainland China. Note 8: As of December 31, 2020, Transtouch's balance of customs guarantee provided to the Customs Office for post-release duty payments was NT$2,261.

Table 2 Page 1

  • 279 -

TABLE 3

CMC Magnetics Corporation and Its Subsidiaries

Marketable Securities Held at the End of the Period (Excluding Investment in Subsidiaries, Associates, and Joint Ventures) For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Securities held by
Type and Name of Securities (Note 1)
Relationship with Securities Issuer
General Ledger Account
Number of Shares
End of Period
Carrying Amount
(Note 2)
Shareholding
Percentage (%)
Fair Value
Remarks
The Company
Stock of Taiwan High Speed Rail Corporation
Financial assets at FVTPL - current
39,133,000
Stock of Chateau International Development Company Limited
"
12,391,421
Stock of FarGlory Hotel Co., Ltd
"
3,346,000
Stock of United Microelectronics Corp.
"
4,553,000
Stock of Chung Hsin Electric & Machinery Manufacturing Corporation
"
6,557,000
Stock of Tainan Enterprises Co., Ltd.
"
13,645,000
Stock of Largan Precision Company Limited
"
148,000
Stock of Tatung Company
"
Adjustment to valuation
Stock of Taiwan High Speed Rail Corporation
Financial assets at FVTPL - non-current
28,500,000
Stock of FarGlory Hotel Co., Ltd
"
5,000,000
Stock of Chateau International Development Company Limited
"
3,800,000
Stock of Big Sunshine Co., Ltd.
"
Adjustment to valuation
Stock of Riselink Venture Capital Corp.
Financial assets at FVTOCI - non-current
Adjustment to valuation
( $ 1,299,241
0.7
386,650
11.11
98,042
3.19
213,668
0.04
362,566
1.38
364,779
9.27
489,726
0.11
228,858
140,075)

$ 3,303,455
$946,219
0.51
146,505
4.76
118,572
3.41
6,616
86,544
$ 1,304,456
$5,920
41,521
$ 47,441
$ 1,240,516
354,395
173,657
214,674
351,455
259,937
472,860
235,961
-
$ 3,303,455
$ 903,450
Note 3
259,500
Note 3
108,680
Note 3
32,826
-
$ 1,304,456
$ 47,441

$

Note 1: The securities mentioned in this table refer to stocks, bonds, beneficiary certificates, and securities derived from the items above that fall within the scope of IFRS 9 "Financial Instruments". Note 2: For those measured at fair value, please fill in the carrying amount after fair value valuation adjustment. Note 3: The Company pledged securities of NT$1,271,630 as collateral as of December 31, 2020.

Table 3 Page 1

  • 280 -

TABLE 3

CMC Magnetics Corporation and Its Subsidiaries

Marketable Securities Held at the End of the Period (Excluding Investment in Subsidiaries, Associates, and Joint Ventures) For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Securities held
by
Type and Name of Securities (Note 1)
Relationship
with
Securities
Issuer
General Ledger Account
End of Period Fair Value
Remarks
Number of Shares Carrying Amount
(Note 2)
Shareholding
Percentage (%)
Zhong Jia
Stock of FarGlory Hotel Co., Ltd
Financial assets at FVTPL -
current
Shin Kong Financial Holding Co.,Ltd. Preferred Shares B
"
Stock of FDC International Hotels Corporation
"
Adjustment to valuation
Stock of Chateau International Development Company Limited
Financial assets at FVTPL -
non-current
Millerful No.1 REIT
"
Cathay No.1 Real Estate Investment Trust
"
Stock of Taiwan High Speed Rail Corporation
"
Stock of Tainan Enterprises Co., Ltd.
"
Stock of Chung Hsin Electric & Machinery Manufacturing Corporation
"
Adjustment to valuation
Stock of Orgchem Technologies, Inc.
Financial assets at FVTOCI -
non-current
Adjustment to valuation
9,078,000
3,309,000
5,928,269
25,251,000
9,521,000
2,256,730
( $ $ $ 471,148
140,136
113,152
-
$ 724,436
$ 169,548
210,800
Note 3
280,650
Note 3
800,457
Note 3
181,375
120,960
-
$ 1,763,790
$ 79,603

$

Note 1: The securities mentioned in this table refer to stocks, bonds, beneficiary certificates, and securities derived from the items above that fall within the scope of IFRS 9 "Financial Instruments". Note 2: For those measured at fair value, please fill in the carrying amount after fair value valuation adjustment. Note 3: As of December 31, 2020, Zhong Jia pledged securities of NT$285,300 and beneficiary certificates of NT$491,450 as collateral.

Table 3 Page 2

  • 281 -

TABLE 3

CMC Magnetics Corporation and Its Subsidiaries

Marketable Securities Held at the End of the Period (Excluding Investment in Subsidiaries, Associates, and Joint Ventures) December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Securities held by
Type and Name of
Securities (Note 1)
CIA
Stock
of
Transpac
Corporation
Supernet
in Shanghai-Hong Kong
Stock Connect
Stock of High Connection
Density, Inc.
CMC Movie
Principal-protected
film
investment agreements
Stock of Mandarin Vision
Co., Ltd.
Relationship with
Securities Issuer
General Ledger Account
Financial assets at
FVTOCI - non-current
Adjustment to valuation
Financial assets at FVTPL
- current
Adjustment to valuation
Financial assets at
FVTOCI - non-current
Adjustment to valuation
Financial assets at FVTPL
- non-current
Financial assets at
FVTOCI - non-current
Adjustment to valuation
Number of Shares End of Period
Carrying Amount (Note 2)
Shareholding Percentage
(%)
$ 7,901
2,192
$ 10,093
$ 93,768
-33,442
$ 60,326
$ 135,073
12,462
$ 147,535
$ 20,866
$ 21,500
( 17,213)
$ 4,287
$ Fair Value

$

$

$ $

$ $

$

$

$

$ (

$

$

Note 1: The securities mentioned in this table refer to stocks, bonds, beneficiary certificates, and securities derived from the items above that fall within the scope of IFRS 9 "Financial Instruments". Note 2: For those measured at fair value, please fill in the carrying amount after fair value valuation adjustment.

Table 3 Page 3

  • 282 -

TABLE 3

CMC Magnetics Corporation and Its Subsidiaries

Marketable Securities Held at the End of the Period (Excluding Investment in Subsidiaries, Associates, and Joint Ventures) December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Securities held by
Type and Name of
Securities (Note 1)
Relationship with
Securities Issuer
General Ledger Account
End of Period Remarks
Number of Shares Carrying Amount (Note 2)
Shareholding Percentage
(%)
Fair Value
Deltamac
Common stock of Self
Pick Inc.
Financial assets at
FVTOCI - non-current
Adjustment to valuation
Transtouch
Mega
3-Year
Maturity
Emerging Market Bond
Fund
Financial assets at FVTPL
- current
Taiwan Cement Corp. 2nd
Preferred Shares
"
Adjustment to valuation
Privately
offered
fund—First
Financial–UBS
Global
Real Estate Private Equity
Securities
Investment
Trust Fund
Financial assets at FVTPL
- non-current
Adjustment to valuation
EMCH
CDIB Yida Private Equity
(Kunshan)
Biomedical
Equity Investment Fund
Financial assets at
FVTOCI - non-current
Adjustment to valuation
Yongxing Electronic
CDIB Yida Private Equity
(Kunshan)
Investment
Fund
Financial assets at
FVTOCI - non-current
Adjustment to valuation
500,000
(


$ 828
6.25
467)
$ 361
$ 78,335
20,000
58
$ 98,393
$ 9,047
( 681)
$ 8,366
$ 20,700
311
$ 21,011
$ 58,210
946
$ 59,156
$ 361
$ 98,393
8,366
21,011
59,156
$

$

$

Note 1: The securities mentioned in this table refer to stocks, bonds, beneficiary certificates, and securities derived from the items above that fall within the scope of IFRS 9 "Financial Instruments". Note 2: For those measured at fair value, please fill in the carrying amount after fair value valuation adjustment.

Table 3 Page 4 - 283 -

TABLE 4

CMC Magnetics Corporation and Its Subsidiaries

Marketable Securities Acquired or Sold Amounting to at Least NT$300 Million or 20% of the Paid-in Capital For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Trading
Company
Type and Name of Securities
(Note1)
General Ledger Account
Counterparty
(Note2)
Relationship
(Note2)
Number of
Shares,
Beginning of
Period
(Thousand
Shares)
Amount
Acquired (Note 3)
Sold (Note 3)
End of Period
Number of
Shares
(Thousand
Shares)
Amount
Number of
Shares
(Thousand
Shares)
SellingPrice
BookCost
Gains or Losses on
Disposal
Number of
Shares
(Thousand
Shares)
Amount
The CompanyStock of Taiwan High Speed
Rail Corporation
Financial assets at FVTPL -
current and non-current
-
-
63,547
$ 2,463,011
Stock
of
Chung
Hsin
Electric
&
Machinery
Manufacturing Corporation
Financial assets at FVTPL -
current
-
-
4,365
93,966
Stock
of
United
Microelectronics Corp.
"
-
-
-
-
Stock of Tatung Company
"
-
-
2,207
47,132
Stock of Hon Hai Precision
Industry Co., Ltd.
"
-
-
-
-
Stock
of
Taiwan
Semiconductor
Manufacturing Co., Ltd.
"
-
-
-
-
Stock of Fubon Financial
Holding Co., Ltd.
"
-
-
-
-
Stock of Cathay Financial
Holdings
"
-
-
-
-
Stock of CTBC Financial
Holding Co., Ltd.
"
-
-
-
-
Stock of First Financial
Holding Co., Ltd.
"
-
-
-
-
Stock of Largan Precision
Company Limited
"
-
-
-
-
Stock
of
the
Shanghai
Commercial
&
Savings
Bank, Ltd.
"
-
-
-
-
Stock of Globalwafers. Co.,
Ltd.
"
-
-
-
-
Zhong Jia
Stock of Tatung Company
Financial assets at FVTPL -
current
-
-
2,028
43,101
Supernet
Stock
of
Sands
China
Limited
Financial assets at FVTPL -
current
-
-16
2,235

91,465
$ 2,938,087
87,379
$ 2,941,371
$ 3,155,638
($ 214,267)
67,633
$ 2,245,460

43,965
1,934,576
41,773
1,767,696
1,665,976
101,720
6,557
362,566
58,796
1,968,262
54,243
1,841,771
1,754,594
87,177
4,553
213,668

37,542
725,486
37,561
795,928
729,170
66,758
2,188
43,448
8,165
672,485
8,165
657,214
672,485
( 15,271)
-
-
9,403
3,647,722
9,403
3,739,165
3,647,722
91,443
-
-
14,796
620,025
14,796
617,642
620,025
( 2,383)
-
-
10,660
423,194
10,660
423,358
423,194
164
-
-
16,729
337,793
16,729
326,623
337,793
( 11,170)
-
-
20,311
436,188
20,311
444,571
436,188
8,383
-
-
1,509
5,129,684
1,361
4,619,085
4,639,958
( 20,873)
148
489,726
10,318
431,971
10,318
431,373
431,971
( 598)
-
-
1,947
793,642
1,947
780,609
793,642
( 13,033)
-
-

45,479
931,059
44,851
922,684
903,082
19,602
2,656
71,078

4,082
472,434
4,074
474,909
471,671
3,238
24
2,998

Note 1: The securities mentioned in this table refer to stocks, bonds, beneficiary certificates, and securities derived from the items above. Note 2: For securities recognized as investments accounted for using the equity method, these two columns must be entered, with the remaining columns left blank. Note 3: Accumulated amounts of marketable securities acquired or disposed of shall be calculated separately based on market prices to determine whether they amount to $300 million or 20% of the paid-in capital.

Table 4 Page 1

  • 284 -

TABLE 5

CMC Magnetics Corporation and Its Subsidiaries Disposal of Real Estate Amounting to at Least NT$300 Million or 20% of the Paid-in Capital For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Company
Asset
Date of Occurrence
Original Acquisition
Date
Carrying amount
Transaction Amount
Proceeds Collection
Gains or Losses on
Disposal
Counterparty
Relationship
Unit: NT$ thousands (Unless specified otherwise)
Purpose of Disposal
Basis or Reference for
Price Setting
Other Agreed Matters
Jet-Thai
Land, buildings and
structures
December 10, 2019
(Note 4)
May 23, 2007
$271,828
$505,441
Proceeds fully
collected
$212,335
TPV
Technology
(Thailand) Co., Ltd.
Non-related party
To increase working
capital and improve
financial structure
Note 1
N/A

Note 1: The price was determined with reference to the valuation report issued by Tobtavee Appraisal And Service Co., Ltd.

Note 2: The amount of paid-in capital refers to the amount of paid-in capital of the parent company. If the issuer’s stock has no par value or the par value per share is not NT$10, the transaction amount of 20% of the paid-in capital shall be calculated based on the 10% of the equity attributable to owners of the parent company on the balance sheet. Note 3: The date of occurrence refers to the date when the transaction contract is signed, the payment date, the date of transaction made by agents, the ownership transfer date, the board resolution date, or the date when the transaction counterparty and transaction amount are fully determined, whichever is earlier.

Note 4: The transaction was completed in 2020.

Table 5 Page 1

  • 285 -

TABLE 6

CMC Magnetics Corporation and Its Subsidiaries

Total Purchases from or Sales to Related Parties Amounting to at least NT$100 Million or 20% of the Paid-in Capital For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Company
Counterparty
Relationship
Transaction
Situation and Reason that Transaction
Conditions are Different from General
Ones (Note 1)
Notes/Trade Receivable (Payable)
Purchase (Sale)
Amount
Proportion to Total
Purchases (Sales)
Credit Period
Unit Price
Credit Period
Balance
Proportion to Total
Notes/Trade
Receivable
(Payable)
Remarks (Note2)
The Company
Yongxing
Multimedia
Subsidiary of
sub-subsidiary




VJP
Sub-subsidiary

VUS


VGmbH

VHK
Yongxing
Multimedia
Sister companies
Purchase
$118,425
6%
As it is between
parent and
sub-subsidiary, the
credit period is
slightly longer
than that of general
customers
Equivalent to
non-related party
As it is between
parent and
sub-subsidiary, the
credit period is
slightly longer
than that of general
customers
$4,761
1%
Sale
173,692
4%



86,387
7%
Sale
987,241
25%
No significant
difference from
general
transactions

No significant
difference from
general
transactions
491,102
42%
Sale
457,972
12%



78,469
7%
Sale
342,493
9%



57,310
5%
Sale
134,033
26%



91,280
62%

Note 1: If related-party transaction terms are different from general transaction terms, situations and reasons for the differences shall be specified in the unit price and the credit period columns. Note 2: In case of advance receipts (prepayments), reasons, the terms of the agreement, the amount and differences from the general transactions shall be specified in the Remarks column.

Table 6 Page 1

  • 286 -

TABLE 7

CMC Magnetics Corporation and Its Subsidiaries

Receivables from Related Parties Amounting to at Least NT$100 Million or 20% of the Paid-in Capital December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Company under Trade
Receivable
Counterparty
Relationship
Balance of Trade Receivable
from Related Parties
(Note1)
Turnover Rate (Times)
Overdue Receivables from Related Parties
Amount
Response Method
Recovered Amount from Related Party
After Balance Sheet Date
Loss Allowance
Provided
The Company
Sun Well
Subsidiary
$1,195,992
Note 2

VJP
Sub-subsidiary
491,102
4.02

EMCH
Subsidiary
214,587
Note 2
EMCH
Yongxing Multimedia
Sub-subsidiary
250,090
Note 2
Zhong Jia
Asia 1 Entertainment
Sister companies
217,000
Note 2
$ -
-
$ -
$ -
256,242
-
256,242
1,278
-
-
-
-
-
-
-
-
-
-
-
-

Note 1: Please enter respectively according to trade receivable from related parties, notes receivables, other receivables, etc. Note 2: It is other receivables arising from funds lent, so it is not applicable.

Table 7 Page 1

  • 287 -

TABLE 8

CMC Magnetics Corporation and Its Subsidiaries

Business Relations and Important Transactions Between Parent Company and Subsidiaries and Among Subsidiaries and Amounts For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

No. (Note 1)
Company
Counterparty
0
The Company
Yongxing Multimedia








EMC H


Sun Well


VJP





VUS





VGmbH





VHK
1
EMC H
Yongxing Multimedia
2
Zhong Jia
Asia 1 Entertainment
3
VHK
Yongxing Multimedia


Nature of Relationship (Note 2)
1
1
1
1
1
1
1
1
1
1
1
1
1
3
3
3
General Ledger Account
Purchase
Sale
Trade receivable
Other receivables
Other receivables
Sale
Trade receivable
Sale
Trade receivable
Sale
Trade receivable
Sale
Other receivables
Other receivables
Sale
Trade receivable
Transaction Details
Amount (Note 7)
Transaction Conditions
$118,425
Note 5
173,692
Note 4
86,387
Note 4
214,587
Note 6
1,195,992
Note 6
987,241
Note 4
491,102
Note 4
457,972
Note 4
78,469
Note 4
342,493
Note 4
57,310
Note 4
66,188
Note 4
250,090
Note 6
217,000
Note 6
134,033
Note 4
91,280
Note 4
Proportion to Total
Consolidated Revenue or
Proportion to Total
Consolidated Revenue or
Assets (Note 3)
1.26%
1.85%
0.35%
0.87%
4.82%
10.50%
1.98%
4.87%
0.32%
3.64%
0.23%
0.70%
1.01%
0.87%
1.43%
0.37%

Note 1: The information on transactions between the parent company and its subsidiaries shall be indicated in the No. column as follows:

(3) The parent company is coded “0”.

(4) The subsidiaries are coded sequentially beginning from “1” by each individual company.

Note 2: There are three types of relationships with the company. Just enter the code:

(4) Parent to subsidiary

(5) Subsidiary to parent

  • (6) Between subsidiaries

  • Note 3: Regarding the proportion of transaction amount to the total consolidated revenue or assets, if it is recognized in the balance sheet account, it is shown with the ending balance as a percentage of the total consolidated assets; if it is in the profit or loss account, it is shown with the cumulative amount throughout the period as a percentage of the total consolidated revenue.

Note 4: The Company's transaction price for related parties is equivalent to that for non-related parties; the payment term for overseas subsidiaries and sub-subsidiaries is 60 to 120 days after the arrival of goods. The payment term for general overseas customers is 30 to 120 days after the arrival of goods, and for general domestic customers, it is open account (O/A) with net 90 to 120 days.

Note 5: The Company does not have the same type of company for comparison in terms of the purchases from Yongxing Multimedia. In addition to the payment terms of Yongxing Multimedia, which is O/A with net 90 days, the payments to other related parties is all O/A with net 90 days.

Note 6: It refers to receivable for funds lent and advance payment receivable.

Note 7: Individual amounts less than NT$50,000 will not be disclosed, and the transactions between both parties will no longer be disclosed.

Table 8 Page 1

  • 288 -

TABLE 9

CMC Magnetics Corporation and Its Subsidiaries

Information on Name and Location of Investees (Excluding Investees in Mainland China) For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Investor
Name of
Investee
(Notes 1 and
2)
Location
Principal Business
Original Investment Cost
Shares Held at the End of Period
End of Current Period
End of Last Year
Number of Shares
Percentage
(%)
Carrying amount
Profit or Loss on
Investee (Note 2(2))
Investment Gains or
Losses Recognized
for Current Period
(Note 2(3))
Remarks
The
Company
EMCH
Cayman
Islands
Professional
investment
company
$ 10,453,855
$ 10,453,855
61,527
100.00
$ 3,605,849
$290,276
$396,279
Subsidiary of
the Company

CIA
Cayman
Islands
Professional
investment
company
872,018
872,018
29,688,245
86.35
408,452
( 10,277)
( 8,874)


Zhong Jia
Taiwan
Investment
in
various
production businesses
180,421
180,421
261,595,273
100.00
3,457,629
( 59,216)
( 2,828)


CMC Movie
Taiwan
Motion picture distribution
1,297,918
1,297,918
35,000,000
100.00
173,381
( 7,371)
( 7,371)


Asia
1
Entertainme
nt
Taiwan
Film
distribution,
video
tape
production
and
distribution, and retail of
toys
856,125
856,125
11,868,528
93.59
( 246,401)
( 10,763)
( 10,073)


Benmeng
Taiwan
Dyeing and finishing of
cloth,
weaving,
processing, and trading of
various textiles, as well as
manufacturing and trading
of electronic products
-
1,709,291
-
-
-
-
( 834)
Note 4

CMC
Entertainme
nt
Taiwan
Film
production
and
distribution industry
714,888
714,888
66,400,000
100.00
50,754
7,932
7,932
Subsidiary of
the Company

Transtouch
Taiwan
Production and sales of
touch panels and other
products
515,768
515,768
15,353,223
52.60
376,723
( 32,645)
( 16,047)


Sun Well
Taiwan
Production and sales of
thin-film solar cells
3,516,412
3,516,412
154,991,112
98.82
( 848,093)
( 74,565)
( 73,685)


Sun Q
Taiwan
Production and sales of
crystalline
silicon
solar
panels
664,676
664,676
64,052,000
58.20
( 22,310)
( 1,806)
( 1,051)


Deltamac
Taiwan
Sales of audio-visual CD
products
377,635
377,635
14,892,015
38.91
176,181
2,428
66


CMC
Entertainme
nt Hub
Taiwan
Shopping mall business
260,000
220,000
13,300,000
100.00
97,022
( 35,595)
( 35,595)

EMCH
F5
U.S.
Professional
investment
company
3,704,046
2,346,049
23,464
100.00
1,456,356
( 38,442)
-
Sub-subsidiary
of the
Company
(Note 3)

MFLLC
U.S.
Professional
investment
company
1,283,980
1,283,980
-
100.00
360,576
( 69,213)
-


Jet-Thai
Thailand
Production and sales of
optical discs
4,207,638
4,207,638
49,200,416
100.00
559,684
215,506
-

Table 9 Page 2

  • 289 -
Investor
Name of
Investee
(Notes 1
and 2)
Location
Principal Business
Original Investment Cost
Shares Held at the End of Period
End of Current Period
End of Last Year
Number of Shares
Percentage
(%)
Carrying amount
Profit or Loss on Investee
(Note 2(2))
Investment Gains or
Losses Recognized
for Current Period
(Note 2(3))
Remarks
EMCH
VJP
Japan
Trading of storage media
and electronic products
$16,368
$2,476
5,900
100
$29,347
$13,901
-
Sub-subsidiary
of the
Company
(Note 3)

VUS
U.S.
Trading of storage media
and electronic products
-
1,418,407
-
-
-
-
-


VAU
Australia
Trading of storage media
and electronic products
411,105
411,105
100,000
100
374,806
43,456
-


VGmbH
Germany
Trading of storage media
and electronic products
731,912
731,912
-
100
822,380
67,992
-


VHK
Hong Kong
Trading of storage media
and electronic products
136,683
52,383
1,170,500
100
130,368
( 3,386)
-


Others
Others
-
-
-
-
( 7,742)
-
-
Note 3
F5
HOTAN
U.S.
Trading
of
electronic
products, including floppy
discs and optical discs
406,287
466,697
14,990,000
100
109,879
( 45,360)
-
Subsidiary of
F5,
sub-subsidiar
y of the
Company
(Note 3)

VUS
U.S.
Trading of storage media
and electronic products
1,418,407
-
-
100
1,337,446
8,857
-

CIA
SuperNet
British Virgin
Islands
Professional
investment
company
577,337
577,337
5,720,085
100
425,785
( 8,420)
-
Sub-subsidiary
of the
Company
(Note 3)

Others
Others
-
-
-
-
78,516
-
-
Note 3
Zhong Jia
CIA
Cayman IslandsProfessional
investment
company
111,185
111,185
4,692,049
13.65
95,870
( 10,277)
-
Subsidiary of
the Company
(Note 3)

Benmeng
Taiwan
Dyeing and finishing of
cloth, weaving, processing,
and trading of various
textiles,
as
well
as
manufacturing and trading
of electronic products
-
483,606
-
-
-
-
-
Note 4

Vie
Show
Cinemas
Taiwan
Operation and management
of cinemas, restaurants,
and amusement parks
14,090
14,090
23,970,000
29.96
299,180
( 210,861)
-
Subsidiary of
the Company
Investee
measured
using the
equity
method by
Zhong Jia
(Note 3)

Others
Others
-
-
-
-
50,815
-
-
Note 3
Note 1 If a public company has a foreign holding company and the consolidated financial report is the main financial report according to local laws and regulations, the disclosure of information about the foreign investee may only include the relevant information of the holding company.
Note 2: In cases other than those described in Note 1, the following information shall be provided:

(1) "Name of Investee", "Location", "Principal Business", "Original Investment Cost", and "Holdings, End of Period" shall be entered in order according to the investment situation of the (public) Company and the status of investment by each investee directly or indirectly controlled, and the relationship between each investee and the (public) Company shall be indicated in the Remarks column (e.g., a subsidiary or a sub-subsidiary).

(2) In the column "Profit or Loss on Investee", the current profit and loss on each investee shall be entered.

(3) In the column "Investment Gains or Losses Recognized for Current Period", only the profit and loss on each investee directly invested by the (public) Company and each investee measured under the equity method recognized by the Company shall be entered, and the rest of the investees are exempted from disclosed in this regard. Where the "gains and losses on subsidiaries that are invested directly are recognized for the current period," it shall be confirmed that the gains and losses on the subsidiaries have included their investment gains and losses that shall be recognized in accordance with the regulations.

Note 3: The Company did not directly recognize investment gains and losses.

Note 4: On March 4, 2020, the Company's board of directors resolved to sell the equity of the company, and the settlement was completed on March 5, 2020, and, thus lost control over the company. Therefore, it was no longer a subsidiary of the Group on December 31, 2020.

Table 9 Page 2 - 290 -

TABLE 10

CMC Magnetics Corporation and Its Subsidiaries Information on Investments in Mainland China - Basic Information For the Year Ended December 31, 2020 Unit: NT$ thousands (Unless specified otherwise)

Name of
Investee in
China
(Note 4)
Principal
Business
Paid-in Capital
Investment
Method
(Note 1)
Accumulated
Investment
Remitted from
Taiwan, Beginning
of Period
Amount of Investment Remitted
or Recovered in Current Period

Remitted to Mainland China Remitted back to Taiwan
Accumulated
Investment
Remitted from
Taiwan, End of
Period
Current Profit or
Loss on Investee
The
Company's
Direct or
Indirect
Ownership
(%)
Investment Gains
(Losses)
Recognized for
Current Period
(Note 2)
Carrying Amount
of Investment,
End of Period
Accumulated
Repatriation of
Investment Income
as of End of Period
Remarks
Jiangsu
Yongxing
Multimedia
Co., Ltd.
Production
and sales of
optical discs
$1,345,476
2
$1,345,476 $-
$-
1,345,476 ($ 82,930)
97 ( $80,442)
$378,954 $-
Note 2(2)B
Jiangsu
Yongxing
Electronic
Materials
Co., Ltd.
Production
and sales of
plastic boxes,
boxes,
baskets, and
similar
products
777,852
2
777,852-
-
777,852 ( 7,680)
100 ( 7,680)
119,023-
Note 2(2)B
Nantong
Zhongxing
Multimedia
Co., Ltd.
Production
and sales of
optical discs
35,678
2
35,678-
-
35,678 ( 14)
49 ( 7)
7,891-
Note 2(2)B
Sun Biotech
Limited
(Nantong)
R&D and
wholesale of
biological
probiotics
14,786
2
14,786-
-
14,786
1,686
50
843 ( 21,833)-
Note 2(2)B
Company
Name
Accumulated Outward Remittance
for Investment in Mainland China,
End of Period
Investment Amount
Authorized by Investment
Commission,MOEA
Limit on Investment Amount Stipulated
by Investment Commission, MOEA
CMC
Magnetics
Corporation
$3,139,894
$3,708,536
$11,592,991
  • Note 1: There are three types of methods for investment in mainland China. Just enter the code:

  • (1). Direct investment in mainland China

  • (2). Indirect investment in mainland China through third-region companies: Investment in companies in mainland China through EMCH. (3). Other methods

Note 2: Investment gains (losses) recognized for the current period:

  • (1) If there is no investment gains (losses) recognized due to the investment still being in the development stage, it shall be indicated.

  • (2) The investment gains (losses) are recognized based on the three following methods, which shall be indicated:

  • A. The financial statements certified by international accounting firms that has partnership with CPAs of Republic of China.

  • B. The financial statements that have been audited by the parent company's CPAs in Taiwan.

  • C. Others

Note 3: The numbers related to this table shall be presented in NTD.

Note 4: Individual companies that have been liquidated will not be disclosed.

Table 10 Page 1

  • 291 -

TABLE 11

CMC Magnetics Corporation and Its Subsidiaries Information on major shareholders December 31, 2020

Name of Major Shareholder Shares
Number of Shares Held
ShareholdingPercentage
Wong, Ming-Sen 91,978,038
7.93

Note 1: The major shareholders in this table are shareholders holding more than 5% of the ordinary and preference shares (including treasury stocks) that have completed delivery of non-physical registration on the last business day of each quarter calculated by the Taiwan Depository & Clearing Corporation.

However, share capital recorded in the Company's financial statements and the number of shares actually delivered by the Company with the dematerialized registration completed may differ due to different calculation bases.

Note 2: If the information above is for the shares entrusted by shareholders to a trust, the aforesaid information shall be disclosed by the individual trust account opened by the trustees. For information on shareholders, who declare to be insiders holding more than 10% of shares in accordance with the Securities and Exchange Act, and their shareholdings include their shareholdings plus the shares entrusted to the trust and with the right to make decisions on trust property, please refer to MOPS.

Table 10 Page 1

  • 292 -

STATEMENT 1

CMC Magnetics Corporation Cash and cash equivalents December 31, 2020 Unit: NT$ thousands

Items
Summary
Cash on hand
Petty cash
Bank deposits
-Checking account deposits
-NTD demand deposits
-Foreign currency demand deposits
USD 3,525,464.65 at an exchange rate of USD 1 to NTD 28.10
GBP 110,901.67 at an exchange rate of GBP 1 to NTD 38.35
EUR 654,698.68 at an exchange rate of EUR 1 to NTD 34.59
JPY 106,164,778 at an exchange rate of JPY 1 to NTD 0.2725
CNY 210,166.74 at an exchange rate of CNY 1 to NTD 4.325
AED 30,001.36 at an exchange rate of AED 1 to NTD 7.651
- Time deposits
Amount
$ 218
120
400
572,999
99,066
4,253
22,646
28,930
909
230
30,000
$ 759,771

The time deposits above are all maturing within three months, and the interest rate is approximately 0.38%

Statement 1 Page 1

  • 293 -

STATEMENT 2

CMC Magnetics Corporation

Financial assets at fair value through profit or loss - current December 31, 2020 Unit: NT$ thousands

Name of Securities
Listed stocks
- Taiwan High Speed Rail
Listed st
-Chateau International Development Co.,Ltd.
- Tainan Enterprises Co., Ltd.
- Chung Hsin Electric & Machinery Manufacturing
Corporation
- Farglory Hotel Co., Ltd.
- United Microelectronics Corp.
- Largan Precision Company Limited
- Others
Derivative financial products
-Forward contracts
Adjustment to valuation
Summary
ocks (Taiwan Stock
Exchange)













Number of
Shares/Units
Face value
(NT$)
39,133,000
$ 10
12,391,421
10
13,645,000
10
6,557,000
10
3,346,000
10
4,553,000
10
148,000
10
-
-
Total
Amount
InterestRate
$ 391,330
-
123,914
-
136,450
-
65,570
-
33,460
-
45,530
-
1,480
-
-
-







Market price
Guarantee or
Pledge
Cost of
Acquisition
Unit Price
(NT$)
TotalAmount
$ 1,299,241
$ 31.70
$ 1,240,516
N/A
386,650
28.60
354,395

364,779
19.05
259,937

362,566
53.60
351,455

98,042
51.90
173,657

213,668
47.15
214,674

489,726
3,195.00
472,860

228,858
-
235,961

301
301
3,443,831
$ 3,303,756
140,075)
$ 3,303,756

(

Statement 2 Page 1

  • 294 -

STATEMENT 3

CMC Magnetics Corporation Trade receivable December 31, 2020 Unit: NT$ thousands

Customer Name Summary Amount Remarks
Non-related Parties
Customer A $ 187,089
Customer B 76,206
The balance of each
customer in this
category did not exceed
5% of the balance of this
Others 227,543 account
490,838
Related Parties
Customer C 491,102
Customer D 86,387
Customer E 78,469
Customer F 57,310
Customer G 45,789
The balance of each
customer in this
category did not exceed
5% of the balance of this
Others 5,445 account
764,502
Subtotal 1,255,340
Less: Allowance for loss ( 99,815)
$ 1,155,525

Statement 3 Page 1

  • 295 -

STATEMENT 4

CMC Magnetics Corporation Other receivables December 31, 2020 Unit: NT$ thousands

Items
Summary
Non-related Parties
Receivables on sale of stocks
Retained receivables on trade
receivable factored
Tax refunds receivable
Others
Related Parties
Financing receivables - related
parties
Others
Subtotal
Less: Allowance for loss
Amount
Remarks
$ 125,483
27,846
12,299
9,284
The balance of
each item in this
category did not
exceed 5% of the
balance of this
account
174,912
$ 1,718,249
96,780
The balance of
each item in this
category did not
exceed 5% of the
balance of this
account
1,815,029
1,989,941
( 407,434
)
$ 1,582,507

Statement 4 Page 1

  • 296 -

STATEMENT 5

CMC Magnetics Corporation

Inventories December 31, 2020 Unit: NT$ thousands

Items

Raw materials
Work-in-progress
Finished goods
Merchandise inventory
Inventory in transit
Less: Allowance for inventory valuation losses
Summary

$


Amount
Cost
Net realizable value
Remarks
329,330
$ 305,564
The allowance for inventory
valuation losses is based on
cost or net realizable value,
whichever is lower.
693
693
469,550
445,663
450,076
512,893
33,557
33,557
1,283,206
$ 1,298,370
142,473)
1,140,733

$ (

$

Statement 5 Page 1

  • 297 -

STATEMENT 6

CMC Magnetics Corporation Changes in investments accounted for using the equity method For the Year Ended December 31, 2020 Unit: NT$ thousands

Name of Investee
EMC Investment Holding Ltd.
CIA Holding Corp.
Zhong Jia International Investment Co., Ltd.
CMC Entertainment Holding Corporation
CMC Movie Corporation
Sun Well Solar Corporation
Sun Q Corporation Limited
Transtouch Technology Inc.
Asia 1 Entertainment Co., Ltd.
Benmeng Optoelectronics Co., Ltd.
Deltamac (Taiwan) Co., Ltd.
CMC Entertainment Hub Corporation
Add: Credit balance of long-term investment reclassified to other liabilities
Opening Balance
Number of Shares
Shareholding
Percentage
(%)
61,527
100.00
29,688,245
86.35
261,595,273
100.00
66,400,000
100.00
35,000,000
100.00
154,991,112
98.82

64,052,000
58.20
15,353,223
52.47
11,868,528
93.59

7,543,758
47.10
28,449,575
38.91
22,000,000
100.00
Amount
$ 3,492,143
490,927
3,768,033
42,823

188,006
( 774,408)
(21,259)
392,200
( 236,292)
(66,902)
175,747
92,617
7,543,635
1,098,861
$ 8,642,496
Increase for the c
Number of Shares
-
-
-
-
-
-
-
-
-
-
-
4,000,000

Increase for the c urre nt period
Amount
376,278
744
626
3,192
7
-
-
612
-
-
467
40,000
421,926
-
421,926
Decrease for the curr
Number of Shares
-
($ -
(
-
(
-
-
(
-
(
-
(
-
(
-
(
(7,543,758)
(13,557,560)
(
(12,700,000)
(
(

($
Decrease for the curr Decrease for the curr ent period
Amount
262,572)
83,219)
313,596)
-
14,632)
73,685)
1,051)
16,089)
10,109)
66,902
33)
35,595)
743,679)
17,943
725,736)
Closing Balance
Number of Shares
Shareholding
Percentage
(%)
61,527
100.00
29,688,245
86.35
261,595,273
100.00
66,400,000
100.00
35,000,000
100.00
154,991,112
98.82
64,052,000
58.20
15,353,223
52.60
11,868,528
93.59
-
-
14,892,015
38.91
13,300,000
100.00
Amount
$ 3,605,849 $ 408,452
3,457,629
50,754
173,381
( 848,093)
(
( 22,310)
(
376,723
( 246,401)
(
-
176,181
97,022
7,229,187
1,116,804
$ 8,345,991
Market Value or Net Equity
Security or Pledge
Unit Price
(NT$)
Total Price
60,374.76 $ 3,714,678
N/A
14.96
465,875

14.22
3,719,245

0.76
50,754

4.91
171,931

5.61)
(869,040)

3.97)
( 254,234)

15.70
241,046
Note:
20.76)
( 246,401)
N/A
-
-

11.85
176,470

3.73
97,022

$








(
$
($

Note: Th Company has pledged 2,643,000 shares as collateral for bank loans.

Statement 6 Page 1

  • 298 -

STATEMENT 7

CMC Magnetics Corporation

Notes payable and trade payables - non-related parties December 31, 2020 Unit: NT$ thousands

Name of Supplier
Notes payable
Supplier A
Supplier B
Supplier C
Supplier D
Supplier E
Other minor suppliers
Trade payables
Supplier F
Supplier G
Supplier H
Supplier I
Supplier J
Other minor suppliers
Summary $





$





$
Amount
Remarks
20,830
16,371
10,233
8,061
4,486
26,368
The balance of each
supplier in this category
did not exceed 5% of
the balance of this
account
86,349
63,842
59,619
49,915
27,263
19,061
122,511
The balance of each
supplier in this category
did not exceed 5% of
the balance of this
account
342,211
428,560

Statement 7 Page 1

  • 299 -

STATEMENT 8

CMC Magnetics Corporation Long-term borrowings December 31, 2020 Unit: NT$ thousands

Lender Summary Summary Due Within One
Year
Due Beyond One
Year
Total Loan Period Interest
Rate
Security or Collateral Remark
s
Mid-term loan (secured) $ $ $ 2020.06–2023.0 Note 1 Property, plant and
Entie Commercial Bank, Ltd. - 350,000 350,000 6 equipment
Taipei Fubon Commercial Bank Mid-term loan (secured) - 650,000 650,000 2019.03–2022.0
4
The Shanghai Commercial & Savings Bank,
Ltd.
Mid-term loan (secured) 56,000 14,000 70,000 2017.03–2022.0
3
The Shanghai Commercial & Savings Bank,
Ltd.
Mid-term loan (secured) 50,000 25,000 75,000 2018.05–2022.0
5
Taishin International Bank Mid-term loan (secured) - 250,000 250,000 2020.05–2022.0
5
Securities
Mid-term loan (secured) 2019.11–2021.1 Property, plant and
KGI Commercial Bank Co., Ltd. 300,000 - 300,000 1 equipment
KGI Commercial Bank Co., Ltd. Mid-term loan 25,000 - 25,000 2019.11–2021.1
1
Credit
O-Bank Co., Ltd. Mid-term loan 110,000 - 110,000 2018.04–2021.0
4
O-Bank Co., Ltd. Mid-term loan - 100,000 100,000 2020.06–2022.0
6
O-Bank Co., Ltd. Mid-term
paper

commercial
- 200,000 200,000 2020.06–2022.0
6
Securities
$ $ $
541,000 1,589,000 2,130,000

Note: The interest rate range is 1.24%–1.67%.

Statement 8 Page 1

  • 300 -

STATEMENT 9

CMC Magnetics Corporation Operating revenue For the Year Ended December 31, 2020 Unit: NT$ thousands

Items Summary Amount Remarks
Sales revenue Storage media products $ 3,950,866
Less: Sales return and discount ( 15,672)
$ 3,935,194

Statement 9 Page 1

  • 301 -

STATEMENT 10

CMC Magnetics Corporation Operating costs For the Year Ended December 31, 2020 Unit: NT$ thousands

Items
Raw materials, beginning of period
Add: Purchase of raw materials
Less: Sale of raw materials
Raw materials, end of period (inventory in transit)
Others
Direct raw materials consumed
Direct labor
Production overheads
Less: Unamortized fixed production overheads
Production overheads in current period
Less: Work-in-process, end of period
Less: Others
Cost of finished goods
Finished goods, beginning of period
Less: Finished products, end of period
Others
Cost of self-made products sold
Merchandise inventory, beginning of period
Add: Purchases in current period
Less: Merchandise inventory, end of period
Cost of merchandise inventory and goods sold
Cost of raw materials sold
Cost of inventories sold
Other operating costs
Gains on price recovery of inventory
Revenue from sale of tailings and scraps
Unamortized fixed production overheads
Cost of goods sold
Summary
(
(
(
$
(
(
Amount
448,433
1,254,981
5,871)
(362,887)
4,890)
1,329,766
461,428
994,552
54,246)
2,731,500
693)
591)
2,730,216
443,625
469,550)
7,561)
2,696,730
401,110
572,484
450,076)
523,518
5,871
3,226,119
10,067
3,033)
463)
54,246
3,286,936
Remarks




(






(
(




(





(


$

Statement 10 Page 1

  • 302 -

STATEMENT 11

CMC Magnetics Corporation Production overheads For the Year Ended December 31, 2020 Unit: NT$ thousands

Items
Summary
Depreciation
Water, electricity, and gas fee
Indirect labor
Insurance premium
Other production overheads
Amount
Remarks
$ 463,261
277,144
108,363
54,686
91,098
The balance of each
item did not exceed
5% of the amount of
this account
$ 994,552

Statement 11 Page 1

  • 303 -

STATEMENT 12

CMC Magnetics Corporation Selling and marketing expenses For the Year Ended December 31, 2020 Unit: NT$ thousands

Items
Summary
Royalties and export fees
Freight charge
Amortization expenses
Advertising expenses
Salaries and wages
Other expenses
Amount
Remarks
113,562
44,706
21,482
20,783
13,401
20,387
The balance of each item did
not exceed 5% of the
amount of this account
$ 234,321

Statement 12 Page 1

  • 304 -

STATEMENT 13

CMC Magnetics Corporation Administrative expenses For the Year Ended December 31, 2020 Unit: NT$ thousands

Items
Summary
Salaries and wages
Entertainment fee
Tax expense
Service fees
Utility fees
Other expenses
Amount
Remarks
$ 49,417
24,382
16,442
11,434
7,572
21,325
The balance of each item
did not exceed 5% of the
amount of this account
$ 130,572

Statement 13 Page 1

  • 305 -

STATEMENT 14

CMC Magnetics Corporation Research and development expenses For the Year Ended December 31, 2020 Unit: NT$ thousands

Items
Summary
Testing expense
Depreciation
Salaries and wages
R&D material expense
Utility fees
Service fees
Hardware parts
Other expenses
Amount
Remarks
$ 47,660
39,909
33,756
18,874
16,580
15,124
14,533
33,302
The balance of each item did not exceed 5% of the amount of
this account
$ 219,738

Statement 14 Page 1

  • 306 -

  • VI. The Impact on the Company’s Financial Status Due to the Company or Its Affiliates’ Encounter of Financial Turnover Difficulties

None.

  • 307 -

Chapter 7 Management's Discussion and Analysis of Financial Condition and Risk Factors

======================================================================

I. Financial Status

  • (I) Comparative table of financial condition:

Consolidated Balance Sheets

Unit: NT$1,000

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

2019
2020 Difference
Amount
(812,251)
695,778
(781,479)
244,821
(653,131)
(589,251)
148,117
(441,134)
0
(57,332)
(62,860)
(211,997)
%
(6%)
23%
(12%)
13%
(3%)
(15%)
8%
(7%)
0%
(1%)
(29%)
(1.1%)
Descriptio
n
Current assets 14,096,882 13,284,631
3,783,966
5,547,534
2,188,878
24,805,009
3,406,467
2,076,891
5,483,358
11,588,812
7,642,963
150,933
19,321,651

Long-term investment
Note 1

3,088,188

1
Property, plant and
equipment
6,329,013
Other Assets 1,944,057
2
Total Assets 25,458,140
Current liabilities 3,995,718
Non-current liabilities 1,928,774
Total Liabilities 5,924,492
Share capital 11,588,812
Capital surplus 7,700,295
Retained earnings 213,793
2
Total Equity 19,533,648
Description on the analysis of the increase and decrease of the proportion change: the change ratio
is less than 20% and the absolute amount is less than $10,000,000, which will not be analyzed.

Note 1: Long-term investment includes non-current financial assets measured at fair value through profit and loss, non-current financial assets measured at fair value through other comprehensive profits and losses, non-current financial assets measured at amortized cost and investment under the equity method.

(II) Description on financial difference analysis:

  1. It is mainly due to reclassification of financial assets-current measured at fair value through profit or loss to non-current in accordance with the purpose of holding.

  2. It is mainly due to the impact of the operating results of the current year and the distribution of cash dividends.

  3. 308 -

II. Financial Performance

(I) Comparative table of financial performance:

Consolidated Statements of Comprehensive Income

Unit: NT$1,000

Year
Item

2019
2020 Change, by Amount Change
(%)
Description
Sales Revenue
Operating costs
Gross Profit
Operating Expenses
Net Operating Profit (Loss)
Non-operating income and expenses
Net profit (loss) before tax
Income tax (expense) profit
Net loss for the ongoing operating business unit
Loss from Discontinued Operations
Net Income
Other comprehensive income (loss) for the year
Total comprehensive income for the year
Equity attributable to owners of parent company in current period
Comprehensive equity attributable to owners of parent company in current period
7,045,247
(5,926,766)
1,118,481
(1,212,085)
(93,604)
307,283
213,679
(2,163)
211,516
(43,930)
167,586
38,983
206,569
228,705
256,575
9,401,027
(7,397,634)
2,003,393
(2,234,737)
(231,344)
460,894
229,550
(104,723)
124,827
0
124,827
(149,294)
(24,467)
111,073
(44,537)
2,355,780
1,470,868

33

25

79

84

(147)

50

7

4,742

41

100

(26)

(483)

(112)

(51)

(117)

1

2



3



4


5













884,912
1,022,652
(137,740)
153,611
15,871
102,560
(86,689)
43,930
(42,759)
(188,277)
(231,036)
(117,632)
(301,112)

(II) Financial performance analysis:

  1. It is mainly due to acquisition of business entity of Verbatim brand on December 31, 2019, causing the higher operating income than previous year.

  2. It is mainly due to acquisition of business entity of Verbatim brand on December 31, 2019, causing the higher operating income than previous year.

  3. It is mainly due to acquisition of Verbatim brand on December 31, 2019, causing the higher operating expense than previous year.

  4. It is mainly due to acquisition of Verbatim brand on December 31, 2019, which is recognized as buy cheap benefit.

  5. It is mainly due to acquisition of business entity of Verbatim brand on December 31, 2019, causing the higher income expense than previous year.

  6. 309 -

III. Cash Flow

(I) Analysis on changes in cash flow in recent years

Unit: NT$1,000

Unit: NT$1,000
Year
Item
2019 2020 Increase (decrease)
ratio
Cash Flow Ratio (%) N/A 6.85 N/A
Cash Flow Adequacy Ratio
(%)
334.23 156.94 (53%)
Cash Reinvestment Ratio
(%)
N/A 1.2 N/A
Description on Cash Flows:
The Company continued to improve its financial structure. In the current period, it repaid bank
loans of approximately NT$770 million. The debt ratio at the end of the period dropped to 22%.
With regard to the cash reinvestment, as the industry has reached a mature stage, the Company
adopts a prudent and conservative strategy and actively seeks opportunities for transformation.

Note: The above table analysis description is based on the consolidated financial statements of the Company.

(II) Analysis of cash liquidity for the upcoming year

Unit: NT$1,000

Unit: NT$1,000 Unit: NT$1,000
Cash balance
amount at the
beginning of the
year (1)
Net cash
provided by
operating
activities (2)
Cash flow from
Investment &
financing inflow
(outflow) activities
throughout the year
(3)
Amount of cash
flow balance
(insufficiency)
(1)+(2)+(3)
Measures for
managing cash deficit
Investment
Plan

Financing
Plan
759,771 208,329 (29,425) 938,675 0 0
Analysis on cash flow in next financial year:
(1) Despite tougher competitions in the industry in 2021, the Company will continue its expansion
in emerging markets and optimization on product structure. We aim to increase the ratio of
high-end products to its business revenue. The net cash of business activities is estimated to
remain positive.
(2) The Company has no major investment plan for year 2021. Operating cash is mainly aimed to
repay bank loans. A healthier financial structure, as well as lower total liabilities, is expected.
  • (1) Despite tougher competitions in the industry in 2021, the Company will continue its expansion in emerging markets and optimization on product structure. We aim to increase the ratio of high-end products to its business revenue. The net cash of business activities is estimated to remain positive.

  • (2) The Company has no major investment plan for year 2021. Operating cash is mainly aimed to repay bank loans. A healthier financial structure, as well as lower total liabilities, is expected.

  • Note: The above table analysis is based on the individual financial projections of the Company in the coming year.

  • IV. Effect on Financial Operations of Any Major Capital Expenditures during the Most Recent Fiscal Year

Annual capital expenditure of the Company was NT$ 170 million in 2020, mainly used to expand and improve the production equipment of high-grade products. It is expected to increase market share of high-grade products with improved quality of products.

  • 310 -

  • V. The Most Recent Annual Investment Transfer Policy, the Main Reason for Its Profit or Loss, Improvement Plan and Investment Plan for the Next Year

The group has acquired Verbatim brand in the end of 2019. The production line has expanded from disc product to hard disc, flash memory and other storage product and electronic accessories. With the global marketing channel of Verbatim, it became an international company that owns global brand, channel, patent, and a complete production line in storage media field. For the future investment plan, in addition to develop brand strategy and improve product technology, and will continue to invest in refined cultural, creative and entertainment industries.

  • VI. Analysis and Assessment of Risk Issues in the Most Recent Year and up to the Date of Publication of the Annual Report

  • (I) Organizational structure of risk management:

The management of the Company's various risks is handled by the relevant units according to the nature of its business. The Board of Directors is the highest decision-making body for responding to and handling various risks. The audit unit reviews the existing or potential risks of each operation, and plans to implement a risk-oriented annual audit plan.

Aspect of
Consideration
Items of major risk Risk management
authority unit

Influence of impact
Response measures
Environmental Environmental risk Human Resources
Office
This risk, when occurring,
will affect the Company's
continuous operation, and
even lead to production
interruption and loss of
personnel and property.
Implement daily security awareness
and drills, get familiar with the rescue
process, make inspection afterwards to
prevent recurrence, and establish a
disaster recovery plan to restore
production in the shortest time.
Social Human resource
management risk

This risk, when occurring,
may cause delays in
shipments and delays in
product production and
replacement personnel, and
result in a negative impact
on the Company's
operations.
Strengthen healthy and safe
workplaces, pay attention to
environment and personnel
management, and perform training on
occupational safety knowledge and
mechanical protection operations.
Strengthening infectious disease
prevention measures, including access
control at factories, incident response
measures, factory disinfection,
employee self-health management and
health checkups, pandemic reporting
mechanism and hospitalization
mechanism, and inspection and
storage of quarantine supplies
Corporate
Governance
Production capacity
risk
- Insufficient order,
and delay in supply
of materials
- Adjustment of
production
equipment, and
quality control
- Natural disasters of
force majeure
Procurement
Office
Photoelectric
Product Business
Group
Single suppliers of raw
material supplier and
production equipment may
cause the risk of
interruption of supply of
materials or instability in
operation and production.
The Company will avoid exclusive
suppliers of raw materials, and foreign
suppliers will be required to set up
agents or warehouses in Taiwan to
avoid affecting production due to
insufficient supply.
Implement quality system
management, regularly confirm
production capacity, and provide
customer service that can satisfy
customers to minimize risks.
  • 311 -
Aspect of
Consideration
Items of major risk Risk management
authority unit

Influence of impact
Response measures
Corporate
Governance
Market Risks
- New product
development, new
customer
development
- Competitor action,
product price
changes
Research &
Development
Center
Photoelectric
Product Business
Group
Customers are too
concentrated, rapid change
is required, competition
among peers is fierce, and
the demand for advanced
manufacturing processes
continues to increase.
It will actively develop diversified
products and customer groups in line
with customer needs to diversify
business concentration risks.
Information risk
- The information
system is not
working properly
- Network security
control and
protection
Information
Technology
Office
Any loss of data will affect
the normal operation of the
individual; in the serious
case, it will damage the
Company's reputation and
cause the loss of operation.
Strengthen information security
management and employee
law-abiding concepts, and reinforce
the Company's computer system
backup, encryption capabilities and
dedicated management measures;
implement employee education and
training to avoid the risk of loss of
important information.
Litigation and
non-litigation
matters
Legal Office The Company has to pay
huge expenses, resulting in
increased operating costs.
Minimize possible losses due to
claims and litigation of intellectual
property rights, strengthen the
Company’s intellectual property rights
portfolio, obtain defensive and
offensive intellectual property rights
for the Company’s technology
immediately, and continue to
strengthen employees’ basic legal
awareness through education and
training.
Interest rates,
exchange rates, and
financial risks
Finance
Accounting
Investment Office
General Manager
Office

Changes in interest rates
and exchange rates will
increase the uncertainty of
the Company's operating
profit.
By identifying and assessing market
risks, for the purpose of avoiding
risks, the Company manufactures
derivative products to avoid risks in
interest rate, exchange rate and
finance
risks.
Investment,
re-investment and
M&A benefits
Finance
Accounting
Investment Office
General Manager
Office
General Manager
Office

Due to the impact of
slowdown in economic
growth and the economic
downturn, investment
losses occurred.
The Company's reinvestments are all
long-term strategic investments, and
the reinvestment plans will continue to
be carefully evaluated in the future.
  • 312 -

  • (II) Interest rate, exchange rate changes, the impact of inflation on the Company's profit and loss, as well as corresponding measures to be taken in the near future:

The financial department of the Company conducts evaluation and analysis on the Company's overall risk location, including exchange rate and interest rate risk, and existing transactions, based on the international political and economic situation. In accordance with the principle of conservative and stable, the net part of natural hedging is used as a hedge trade. The hedging instruments include pre-purchase/pre-sale forward foreign exchange, option, exchange and combination of derivative products, which are handled according to Company regulations. The procedure has been implemented and regularly announced.

Please refer to note 12(2) financial instruments of the consolidated financial statements of this annual report.

  • (III) The policy of engaging in high-risk, high-leverage investment, fund lending with others, endorsement guarantees and derivative commodity transactions, the main reasons for profit or loss and future corresponding measures:

The Company's financial operations are based on the principle of conservative and stability, and do not engage in high-risk, high-leverage investment related activities; the derivative commodity trading contracts (see the Company's consolidated financial statements), mainly for the avoidance of profits, exchange rate changes The resulting risks, their benefits, the benefits of exchange rate changes will generally be offset against the profits and losses of the hedged items, in order to achieve the purpose of hedging.

The purpose of the fund loan and other people's and endorsement guarantees is to conduct the review and risk assessment according to the specifications of the Company's “finance loan and endorsement guarantee operation procedures”.

All of the above are handled in accordance with the procedures set by the Company and approved by the Board of Directors. The Company also has a full-time audit department to regularly check the operating procedures of relevant departments to ensure that there are no high-risk, high-level investment related activities.

(IV) Future R&D projects and intended project expense:

The estimated future investment in research and development is estimated to account for 5.6% of the revenue in 2021. Please refer to page 61 of this annual report for the planned research and development plans.

  • (V) The impact of important policies and laws at home and abroad on the Company's financial business and the corresponding measures: None.

  • (VI) The impact of technological changes and industrial changes on the Company's financial business and the corresponding measures:

  • Trends in technological advancement:

    • (1) The demand for high-definition video and audio materials has grown.

    • (2) Long-term data preservation market.

    • (3) Environmental protection trends.

    • (4) Cloud and long-distance storage.

  • Measures taken by CMC:

    • (1) In recent years, Full HD, 3D movies and even the latest 4K audio and video demand, the use of high-capacity high-end optical discs as storage media is currently the best choice, its main feature is to continue to expand storage capacity, whether it is a
  • 313 -

single layer (25GB), double Layer (50GB) or three layers (100GB) can meet the needs of various types of high-definition audio and video capacity, and the Company is currently continuing to develop and promote various high-end products.

  • (2) Either USB, HDD or Tape all have the shortcomings of long-term preservation of information. The public institutions in the United States, France, Japan, South Korea and China have begun to use CDs as a medium for long-term preservation of important data. How to further increase the capacity and extend the data storage period, and develop the file-level optical disc, which is the goal we have jointly developed with the optical disc manufacturer. This market development trend is also the direction that the Company's business pays close attention to; the Company's high-end products have passed the German Rheinland certification. Laboratory data long-term preservation ability test, estimated to last for 50 years, is the only optical disc manufacturer outside the Japanese disc factory to pass this certification, technical ability and Japanese disc manufacturers.

In addition, during year 2015, the Company officially collaborated with the world's first optical disc brand, Taiyo Yuden, and obtained its exclusive license. With stable quality and special printing technology, it not only grasps the high-margin market opportunities but also take lead in technology.

  • (3) The goal of energy saving and carbon saving has become the focus of the research, development, sales and development of enterprises. Currently, all kinds of storage media, CD-ROM is the most energy-saving and lowest carbon dioxide storage media in use, fully in line with the global energy-saving and carbon-reducing environmental trends; the Company's leading global disc manufacturers, the first to complete the carbon footprint certification, with practical proof of the Company's intentions for the global environment. In addition, in effort to respond towards global environmental awareness, CMC continues to use environmentally friendly designs on the appearance or packaging of the products. The optical disc products will become the most friendly products for the global environment in all storage media.

  • (4) 5G technology and hardware equipment have gradually improved in recent years, driving the production of more high-speed, low-latency IOT devices. Moreover, the capacity and computing requirements of data centers have doubled, resulting in the development of data centers toward miniaturization and terminalization. The use of terminal data centers in combination with the resources of public and private clouds can reduce the computational complexity of large data centers in the past, and gradually decrease the time and cost of data conversion. In particular, micro data centers can flexibly match storage media according to data types. The Company's high-capacity archival optical discs are characterized by low energy consumption and long storage life, coupled with the characteristics of CD burning and the inability to tamper with data. They are suitable for the high security and high preservation requirements of government agencies, national defense, courts, finance, and medical care. As long as carrying the archival optical disc database in series, micro data centers can be used for long-term backup and preservation of cold data, and can effectively reduce the operating cost and energy consumption of the data center.

  • (VII) The impact of corporate image change on corporate crisis management and response measures:

The Company is listed on the Taiwan Stock Exchange, managed and supervised by competent authorities, abide by the laws and regulations, and upholds the business

  • 314 -

philosophy of integrity, law-abiding and social responsibility, and maintains good relations with customers, investors and employees. There is no change in quality, but in order to avoid irresistible external factors during the business operation and affect the reputation of the Company, the Company's crisis management mechanism is convened by the General Manager, and the senior directors of each unit act as members of the contingency project team. The team was able to take the necessary measures as soon as possible to ensure the safety of employees and the environment, while ensuring that the Company's operations were normal, in order to maintain corporate image and protect the Company's rights and interests.

  • (VIII) Expected benefits and possible risks of the merger and the corresponding measures: None.

  • (IX) Expected benefits and possible risks of the expansion of the plant and corresponding measures: None.

  • (X) Risks and countermeasures for the concentration of incoming goods or sales: None.

  • (XI) Directors, Supervisors or shareholders holding more than 10% of the shares, the impact of a large number of shares transferred or replaced on the Company and the risks and corresponding measures: None.

  • (XII) The impact of changes in management rights on the Company and its risks and corresponding measures: None.

(XIII) Litigation or non-litigation incidents:

  1. The Company is still in a major lawsuit in the department, non-litigation or administrative litigation: none.

  2. The Directors, Supervisors and shareholders of the Company with a shareholding ratio of more than 10% are currently in the middle of the system. Major litigation, non-litigation or administrative litigation, the result may be significant to shareholders' equity or securities prices influencer: None.

(XIV) Other important risks and corresponding measures: None.

VII. Other Important Matters

  1. Disclosure of information on financial product: For fair value information, please refer to note 12(3) of the consolidated financial statement of the annual report.

  2. Adopting hedge accounting and its objectives and methods: The Company's financial products (including derivative financial products) do not comply with the hedge accounting, not applicable.

  3. 315 -

Chapter 8 Special Remarks

===================================================================

  • I. Information related to the Company’s Affiliate

  • (I) Report on consolidated operation of related enterprises

CMC Magnetics Corporation

Business report on merger of related enterprises for 2020

Table of Contents

Item Page

  • I. Information of the Company’s affiliates

  • (I) Organizational chart of the Company’s affiliates

  • (II) Basic information of the Company’s affiliates

  • (III) Shareholder information of presumed controlled or family relations.

  • (IV) Scope of business covered by the Company’s affiliates

  • (V) Information of Directors, Supervisors and General Managers of related enterprises

  • II. Overview of the financial and business operations of the Company’s affiliates

  • 316 -

I. Information of the Company’s affiliates

(I) Organizational chart of the Company’s affiliates

CMC

==> picture [707 x 437] intentionally omitted <==

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SUN CMC CHC Transtouch CMC CMC MOVIE DELTAMAC Asia1 EMC H. CIA
WELL ENTERTAINMENT 100% 52.6% ENTERMAINMENT HOLDING CORPORATION 100% 38.91% 93.59% 100% 86.35%
98.82% HUB CORPORATION
100% 100%
CORPORATION SUN Q COM IN DIM DELTAMAC 18.62% Content 100%(Note) CMC Deltamac 62.31% (HK) Jet Thai 100% Supernet 100% Deltamac 34.81% (HK)
LIMITED 100% Asia1 (Note) (Note)
58.25% SUN WELL 2.77% Kinease
0.44% 100%
Jin Zhi Zui Clickplay
100%
100%
TAIWANET.COM (Note) Fortune Fortune Multimedia
100% Electronic (FMC)
Photopia 100% 7%
Workshop
CIA 100%
MF LLC Fortune Multimedia
13.65% (Note)
100% (FEC)
90%
TAIWAN.COM
CORPORATION Nantong Zhongxing
100% Multimedia
49%
CORPORATION EV POWER F5 H. 100% Hotan
100% 100%
Verbatim JP
100% Verbatim US
100%
Note: Subsidiary of the Company goes into liquidation procedure
Verbatim
GmbH 100%
Verbatim AU
100%
- 317 -
Verbatim HK
100%
----- End of picture text -----

Unit: NT$1,000

II. Basic information of the Company’s affiliates

Unit: NT$1,000
Company Name Establishment date Address Paid-in Capital Major Lines of Business or Products
DELTAMAC (TAIWAN) Co., Ltd. 1995/07/19 10th floor, 53 Ming Chuan W. Road, Taipei 382,737 Manufacturing, distribution, lease and sale of
VCD products
CHC International Investment Corporation 1995/08/10 15th, Fl., No.53, Ming Chuan W. Road.,
Taipei, Taiwan, R.O.C.

2,615,953
General investment business
EV POWER CORPORATION 1996/02/01 15th, Fl., No.53, Ming Chuan W. Road.,
Taipei, Taiwan, R.O.C.

21,000
Passenger car rental industry
Asia 1 Entertainment Co., Ltd. 1997/11/29 17/F, 53 Ming Chuan W. Road, Taipei 126,810 Rental and sale of DVD products
CMC
ENTERTAINMENT
HOLDING
CORPORATION

1997/12/17
15th, Fl., No.53, Ming Chuan W. Road.,
Taipei, Taiwan, R.O.C.

664,000
Film production and distribution industry
CMC MOVIE CORPORATION 1998/05/07 15th, Fl., No.53, Ming Chuan W. Road.,
Taipei, Taiwan, R.O.C.

350,000
Film distribution industry
TAIWANET.COM CORPORATION 1999/05/17 15th, Fl., No.53, Ming Chuan W. Road.,
Taipei, Taiwan, R.O.C.

3,000
Provision of electronic information
TAIWAN.COM CORPORATION 1999/05/18 16/F, 53 Ming Chuan W. Road, Taipei 1,000 Internet service
Transtouch Technology Inc. 2000/11/27 1-6/F, No. 50, Huayasan 3rd Road, Qiushan
District, Taoyuan City

291,859
Production and sales of touch panels
SUN WELL SOLAR CORPORATION 2007/07/25 16/F, 53 Ming Chuan W. Road, Taipei 1,568,400 Production and sales of thin film solar cells
SUN Q CORPORATION LIMITED 2007/10/18 16/F, 53 Ming Chuan W. Road, Taipei 1,100,590 Production and sales of silicon solar cells
CMC
ENTERTAINMENT
HUB
CORPORATION

2015/03/06
15th, Fl., No.53, Ming Chuan W. Road.,
Taipei, Taiwan, R.O.C.

133,000
Amusement Park business
COM IN DIM Co. Ltd. 2016/11/01 17/F, 53 Ming Chuan W. Road, Taipei 26,800 Catering industry
JinZhiZui Co. Ltd. 2018/11/27 15th, Fl., No.53, Ming Chuan W. Road.,
Taipei, Taiwan, R.O.C.

1,000
Catering industry
Verbatim Australia Pty. Ltd 1980/08/01 Victoria, Australia 2,168 Trade in storage media and electronic products
Verbatim (Hong Kong) Limited 19807/31 Hong Kong 128,135 Trade in storage media and electronic products
Deltamac (Hong Kong) Co. Ltd. (Note) 1991/03/28 Hong Kong 127,080 Sale of VCD products
Company Name Establishment date Address Paid-in Capital Major Lines of Business or Products
Hotan Corp. 1996/01/03 California, USA 370,280 Trade in optical discs and electronic products
  • 318 -
EMC Investment Holding Ltd. 1997/01/29 Cayman Islands 1,754 General investment business
Super Net Holding Ltd. 1999/06/04 British Virgin Isla nds 163,051 General investment business
F5 Holdings Ltd. 2000/12/11 Delaware, USA 680 General investment business
Media Factory LLC 2002/04/19 California, USA 1,225,305 General investment business
CIA Holding Corp. 2002/05/23 Cayman Islands 980,010 General investment business
Fortune (Jiangsu) Multimedia Co., Ltd. 2002/07/01 No. 15 Yongxing Road, Nantong City,
Jiangsu Province

3,155,826
Production and marketing of optical discs
Fortune (Jiangsu) Electronic Materials Co.,
Ltd.

2002/10/22
No. 15 Yongxing Road, Nantong City,
Jiangsu Province

71,772
Production and sales of plastic cases, boxes,
baskets
and similar products
Photopia Workshop Limited 2002/11/18 Hong Kong - Provide
product
design
and
promotion
services
Verbatim GmbH 2004/11/24 Eschborn,Germany 854 Trade in storage media and electronic products
CMC Content Corp. (Note) 2005/02/08 Labuan FT,Malaysia 82,665 Film distribution
Nantong Zhongxing Multimedia Co., Ltd. 2005/07/06 No. 15 Yongxing Road, Nantong City,
Jiangsu Province

77,141
Production and marketing of optical discs
Kinease Investment Ltd. 2005/08/12 British Virgin Islands - Development of real estate
Jet-Thai Hi-Tech Co. Ltd. 2005/09/26 Srimaphaphat,
Prachinburi
province,
Thailand

4,501,838
Production and marketing of optical discs
Verbatim Americas LLC 2007/08/01 North Carolina, USA 1,811,895 Trade in storage media and electronic products
ClickPlay (Hong Kong) Limited (Note) 2012/10/10 Hong Kong 59,018 Sale of VCD products
Verbatim Japan Ltd. 2019/07/22 Tokyo, Japan 15,134 Trade in storage media and electronic products

(Note): Going into liquidation procedure

(III) Shareholders presumed to have control and subordinate relationship with the same information: Not Applicable

(IV) Industries covered by the overall business operation of the enterprise:

The manufacture and sales of the computer storage media, manufacturing and sales of electronic products, film/video production and distribution, disc rental business, commercial product trading business, general investment business, vehicle rental business, performing arts related business activities and film agency distribution business, electronic information supply service, food and beverage business, etc.

  • 319 -

(V) Information of Directors, Supervisors and General Managers of related enterprises

Unit: Share

Company Name Position Name or Representative Number of
shares/capital
contribution
Percentage
of
ownership/ca
pital
contribution
DELTAMAC (TAIWAN)
Co., Ltd.
Chairman
Director
Director
Independent
Director
CHC International Investment
Corporation
Representative: Wu, Chao- Hung
Representative: Lin, Kun-Ming
Nippon corporation TSUTAYA
Representative: Ogino Katsuyuki,
Hashimoto Ryunosuke
Huang, Jen-Yung; Lee, Mei-Lin; Wu,
Cheng-Hsiu
7,126,792
12,783,427
0

18.62%


33.40%
0.00%
CHC International
Investment Corporation
Chairman CMC Magnetics Corporation
Representative: Cheng, Tsung-An
261,595,273
100.00%
EV POWER
CORPORATION
Chairman CHC International Investment
Corporation
Representative:Huang,Ming-Yu
2,100,000
100.00%
Asia 1 Entertainment Co.,
Ltd.
Chairman
Supervisor
CMC Magnetics Corporation
Representative: Wu, Chao- Hung
Huang, Ming-Yu
11,868,528
0


93.59%
0.00%
CMC ENTERTAINMENT
HOLDING
CORPORATION
Chairman CMC Magnetics Corporation
Representative: Wu, Chao- Hung
66,400,000
100.00%
CMC MOVIE
CORPORATION
Chairman CMC Magnetics Corporation
Representative: Chiu,Hui-Li
35,000,000
100.00%
TAIWANET.COM
CORPORATION
Chairman CHC International Investment
Corporation
Representative:Tseng,Yi-Wen
300,000
100.00%
TAIWAN.COM
CORPORATION (Note)
Director CHC International Investment
Corporation
Representative: Cheng,Tsung-An
NT$1,000,000
100.00%
Transtouch Technology Inc. Chairman
Director
Director
Director
Director
Independent
Director
Independent
Director
Independent
Director
CMC Magnetics Corporation
Representative: Wong, Ming-Sen
Representative: Yang, Ya-Hsiu; Tsai,
Fu-Yuan
Wangke International Co. Ltd
Representative: Chen, Mao-Sheng
Yang, Ming-Xian
Yeh, Fang-Yu
Huang, Jen-Yung
Wu, Cheng-Hsiu
Shiau, Fung-Shyung
15,365,223
266,044
0
9,667
0
0
0
0

52.47%

0.91%






0.00%
0.03%
0.00%
0.00%
0.00%
0.00%
SUN WELL SOLAR
CORPORATION
Chairman CMC Magnetics Corporation
Representative: Wong,Ming-Sen
154,991,112
98.82%
Director
Supervisor
Representative: Liu, Huang-Sheng;
Lin, Ching-Woei
Huang,Ming-Yu
1,600 0.00%
SUN Q CORPORATION
LIMITED
Chairman
Supervisor
CMC Magnetics Corporation
Representative: Yang, Ming-Xian
Huang, Ming-Yu
64,052,000
0


58.20%
0.00%
  • 320 -
Company Name Position Name or Representative Number of
shares/capital
contribution
Percentage
of
ownership/ca
pital
contribution
CMC ENTERTAINMENT
HUB CORPORATION
Chairman CMC Magnetics Corporation
Representative: Wu, Chao- Hung
13,300,000
100.00%
COM IN DIM Co. Ltd. Chairman CMC ENTERTAINMENT HUB
CORPORATION
Representative: Chang, Min-Yu
2,680,000
100.00%
JinZhiZui Co. Ltd. Chairman
Supervisor
CMC ENTERTAINMENT HUB
CORPORATION
Representative: Wu, Chao- Hung
Representative: Huang, Ming-Yu
100,000
100.00%
Verbatim Australia Pty. Ltd Director
Director
EMC Investment Holding Ltd.
Representative: Paul Johnson
Representative: Chen, Chun-Wei,
Huang, Ming-Yu
100,000
100.00%
Verbatim (Hong Kong)
Limited
(Note)
Director
Director
EMC Investment Holding Ltd.
Representative: Paul Johnson
Representative: Yang, Pi-Yin, Huang,
Ming-Yu
HKD34,955,000
100.00%
Hotan Corp. Director F5 Holdings Ltd.
Representative:Tom Hsieh
12,990,000 100.00%
EMC Investment Holding
Ltd.
Director
Director
CMC Magnetics Corporation
Representative: Wong, Ming-Sen,
Yang, Li-Jung
Representative:Yang,Ya-Hsiu
61,527
100.00%
Super Net Holding Ltd. Director CIA Holding Corporation
Representative: Wong,Ming-Sen
5,720,085
100.00%
F5 Holdings Ltd. Director
Director
EMC Investment Holding Ltd.
Representative: Wong, Ming-Sen,
Yang, Ya-Hsiu
Representative:Yang,Li-Jung
23,864
100.00%
Media Factory LLC
(Note)
Manager
Manager
EMC Investment Holding Ltd
Representative: Wong, Ming-Sen,
Yang, Li-Jung
Representative:Yang,Ya-Hsiu
USD42,985,600
100.00%
CIA Holding Corp. Director CMC Magnetics Corporation
Representative: Wong,Ming-Sen
29,688,245
86.35%
Fortune (Jiangsu)
Multimedia Co., Ltd. (Note)

Chairman
Director
Director
Supervisor
Director
Supervisor
Director
Supervisor
Media Factory LLC
Representative: Chang, Chia-Chieh
Representative: Wong, Ming-Sen,
Yang, Ya-Hsiu
Representative: Chou, Wei-Li; Huang,
Ying-Yen
Representative: Chen, Ming-Chung
Fortune (Jiangsu) Electronic Materials
Co., Ltd.
Representative: Wu, Chao- Hung
Representative: Chen, Ming-Chung
Jiangsu Nantone EDZ
Representative: Gu, Hua
Representative: Shih,Hsueh-Mei
USD80,640,000
USD6,272,000
USD2,688,000



90.00%
7.00%
3.00%
Fortune (Jiangsu) Electronic
Materials Co., Ltd. (Note)

Chairman
Director
EMC Investment Holding Ltd.
Representative: Wu, Chao- Hung
Representative: Chang, Chia-Chieh;
Tien, Min-Hsiung
USD2,000,000
100.00%
  • 321 -
Company Name Position Name or Representative Number of
shares/capital
contribution
Percentage
of
ownership/ca
pital
contribution
Verbatim GmbH (Note) Director
Director
Director
Director
EMC Investment Holding Ltd.
Representative: HClive Alberts
Representative: Hussin Diraki
Representative: Michel Blonk
Representative: Chen, Chun-Wei,
Huang, Ming-Yu
EUR25,565
100.00%
Nantong Zhongxing
Multimedia Co., Ltd. (Note)
Chairman
Director
Director
Jiangsu Nantone EDZ
Head Office Representative: Yao,
Kuo-Cheng
Head Office Representative: Su,
Mei-Yun; Chi, Chung-Hua
Media Factory LLC
Representative: Pan, Wei-Wen; Huang,
Ying-Yen
USD1,122,000
USD1,078,000

51.00%

49.00%
Kinease Investment Ltd. Director CIA Holding Corporation
Representative: Wong,Ming-Sen
2
100.00%
Jet-Thai Hi-Tech Co., Ltd. Director EMC Investment Holding Ltd.
Representative:Li,Hai-Lu
49,200,415
100.00%
Verbatim Americas LLC
(Note)
Director
Director
F5 Holdings Ltd.
Representative: Takuya Fujiwara
Representative: Chen, Chun-Wei,
Huang, Ming-Yu
USD63,564,127
100.00%
Verbatim Japan Ltd. Chairman EMC Investment Holding Ltd.
Representative: Hideharu Takeshima
5,900
100.00%

Note: The Company is a limited Company.

  • 322 -

II. Overview of operations of company's affiliates

(I) Financial Status and Operation Results of the Related Enterprises

Unit: NT$1,000
(Except for earnings per share that is calculated in NTD)
Unit: NT$1,000
(Except for earnings per share that is calculated in NTD)
Unit: NT$1,000
(Except for earnings per share that is calculated in NTD)
Unit: NT$1,000
(Except for earnings per share that is calculated in NTD)
Unit: NT$1,000
(Except for earnings per share that is calculated in NTD)
Unit: NT$1,000
(Except for earnings per share that is calculated in NTD)
Unit: NT$1,000
(Except for earnings per share that is calculated in NTD)
Unit: NT$1,000
(Except for earnings per share that is calculated in NTD)
Company Name Capital Total Assets Total Liabilities Net Worth Sales Revenue Net operating
income
Profit or Loss (after Tax) Basic Earnings (Loss)
Per Share
DELTAMAC (TAIWAN) Co.,
Ltd.
382,737
467,210

80,765

386,445

245,057

(6,170)

2,428

0.06
CHC International Investment
Corporation
2,615,953
4,034,184

314,939

3,719,245

0

(17,668)

(59,216)

(0.23)
EV POWER CORPORATION 21,000
3,499

0

3,499

0

0

0

0.00
Asia 1 Entertainment Co., Ltd. 126,810
13,823

279,837

(266,014)

17,293

(6,103)

(10,763)

(0.85)
CMC ENTERTAINMENT
HOLDING CORPORATION
664,000
58,097

7,343

50,754

14,356

8,194

7,932

0.12
CMC MOVIE CORPORATION 350,000
181,307

9,376

171,931

17,850

1,597

(7,371)

(0.21)
TAIWANET.COM
CORPORATION
3,000
3,502

357

3,145

3,926

(83)

101

0.34
TAIWAN.COM
CORPORATION
1,000
526

70,007

(69,481)

0

0

0

(Note)
Transtouch Technology Inc. 291,859
633,523

181,361

452,162

326,657

(47,861)

(32,645)

(1.12)
SUN WELL SOLAR
CORPORATION
1,568,400
387,922

1,267,338

(879,416)

1,816

(59,923)

(74,565)

(0.48)
SUN Q CORPORATION
LIMITED
1,100,590
19,106

57,440

(38,334)

0

(283)

(1,806)

(0.02)
CMC ENTERTAINMENT HUB
CORPORATION
133,000
144,920

47,898

97,022

33,808

(33,974)

(35,595)

(2.46)
COM IN DIM Co. Ltd. 26,800
15,835

4,554

11,281

33,979

(10,055)

(10,029)

(3.74)
JinZhiZui Co. Ltd. 1,000
4,240

2,599

1,641

15,327

(628)

(627)

(6.27)
Verbatim Australia Pty. Ltd 2,165
455,516

80,709

374,807

381,608

25,410

43,456

434.56
Verbatim (Hong Kong) Limited 126,708
273,545

143,178

130,367

522,369

(2,354)

(3,386)

(Note)
Hotan Corp. 365,019
121,290

11,411

109,879

70,114

(26,395)

(45,360)

(3.49)
EMC Investment Holding Ltd. 1,729
4,303,850

1,034,390

3,269,460

0

(12,517)

484,396

7,872.90
Supernet Holding Ltd. 160,734
392,770

93

392,677

0

(98)

(8,420)

(1.47)
F5 Holdings Ltd. 671
1,483,594

0

1,483,594

0

(2,023)

(9,800)

(410.66)

(Note) It is not applicable to limited company.

  • 323 -

Unit: NT$1,000

(Except for earnings per share that is calculated in NTD)

Company Name Capital Total Assets Total Liabilities Net Worth Sales Revenue Net operating
income
Profit or Loss (after Tax)
Basic Earnings (Loss)
Per Share
Media Factory LLC 1,207,895
360,576

0

360,576

0

(17)

(69,213)

(Note)
CIA Holding Corp. 966,086
539,518

0

539,518

0

(221)

(10,277)

(Note)
Fortune (Jiangsu) Multimedia Co.,
Ltd.
3,147,819
835,133

455,322

379,811

459,962

(101,674)

(76,883)

(Note)
Fortune (Jiangsu) Electronic
Materials Co., Ltd.
71,590
123,208

4,185

119,023

41,931

(2,762)

(7,680)

(Note)
Verbatim GmbH 884
1,512,891

690,511

822,380

2,413,564

115,691

67,992

(Note)
Nantong Zhongxing Multimedia
Co., Ltd.
76,945
16,112

0

16,112

0

(44)

(4)

(Note)
Kinease Investment Ltd. 0
86,809

8,292

78,517

0

(3,021)

(3,491)

(1,745,500.00)
Jet-Thai Hi-Tech Co. Ltd. 4,645,502
561,535

1,827

559,708

157

(9,456)

213,604

(Note)
Verbatim Americas LLC 1,786,152
1,730,467

365,783

1,364,684

2,030,623

34,547

37,499

(Note)
Verbatim Japan Ltd. 16,083
686,445

657,094

29,351

1,406,655

26,730

13,903

2,356.44

(Note) It is not applicable to limited company.

(II) Consolidated financial statements of the related enterprises: with the latest consolidated financial statements of parent-subsidiary company audited and certified by accountant.

  • 324 -

  • III. Holding or Disposal of Shares in the Company by Its Subsidiaries during the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Publication of the Annual Report

There are no new securities for private placement for the year 2020 and up to the date of publication of the annual report.

  • IV. Holding or disposal of shares in the Company by its subsidiaries during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report

None.

  • V. Other Mandatory Supplementary Notes

None.

  • VI. Matters That Have Significant Impact on Shareholders' Equity or Securities Prices as Set Forth in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act in the Most Recent Year and up to the Date of Publication of the Annual Report

None.

  • 325 -

CMC Magnetics Corporation

Chairman: Wong, Ming-Sen

Address: 15th, Fl., No.53, Ming Chuan W. Road., Taipei, Taiwan, R.O.C. Tel: (02) 2598-9890

Date: Published on April 20, 2021

CMC CMC Magnetics Corporation

Address: 15th, Fl., 53, Ming Chuan W. Road, Taipei Tel: (02)2598-9890 Fax: (02) 2598-9896